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

Increased Costs, Illegality, etc. (a) In the event that the Agent shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or 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 or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Agent or the applicable Buyer in respect of any amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Agent or the applicable Buyer imposed by the jurisdiction in which its principal office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) and/or (y) other circumstances arising after the date hereof, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time that the entering into or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, the Agent shall promptly give notice thereof (by telephone confirmed in writing) to the Sellers. Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, shall no longer be available until such time as the Agent notifies the Sellers that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request or Election Notice that is pending shall be deemed rescinded by the Seller, and (y) in the case of clause (ii) above, the Sellers shall pay to the Agent for the ratable benefit of the Buyers, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyers, showing the basis for the calculation thereof, submitted to the Sellers by the Agent shall, absent manifest error, be final and conclusive and binding on all the parties hereto). (b) If the Agent determines at any time that any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers based on the existence of the Buyers’ obligations hereunder, then the Sellers shall pay to the Agent, for the ratable benefit of the Buyers, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers for the increased cost to the Buyers as a result of such increase of capital. In determining such additional amounts, the Agent will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, provided that the Agent’s determination of compensation owing under this Section 13.18(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): ): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar RateNIBOR or LIBOR; or or (ii) at any time, that the Agent or the Buyers Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Fixed Rate Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or 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 or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Agent Bank or its applicable lending office of the applicable Buyer in respect 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 the Agent Bank or the its applicable Buyer lending office imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c1.10(d) and/or (y) other circumstances arising after or included in the date hereof, affecting the Agent computation of NIBOR or any Buyer LIBOR; or the interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any an law or governmental rule, regulation or order, or (y) impossible by compliance by Buyer the Bank with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market); then, and in any such event, the Agent Bank shall promptly give notice thereof (by telephone confirmed in writing) to each of the SellersBorrowers. Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent Bank notifies the Sellers Borrowers that the circumstances giving rise to such notice by the Agent Bank no longer exist, and any Transaction Request or Election Notice that is pending for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by the Seller, and such Borrower; (y) in the case of clause (ii) above, the Sellers each relevant Borrower shall pay to the Agent for the ratable benefit of the BuyersBank, upon within two Business Days after written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the BuyersBank, showing the basis for the calculation thereof, submitted to each of the Sellers relevant Borrowers by the Agent shallBank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, be final and conclusive and binding on all taken one of the parties hereto)actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), each relevant Borrower may (and, in the case of a Fixed Rate Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (i) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel said Borrowing, or change the Type of Loan to become a Base Rate Loan by giving the Bank notice by telephone (confirmed in writing) of the cancellation on the same date (if practicable) that such Borrower was notified by the Bank pursuant to Section 1.10(a)(ii) or (iii); or (ii) if the affected Loan is then outstanding, upon at least three Business Days' written notice, require the Bank to convert such Fixed Rate Loan into a Base Rate Loan. (c) If the Agent Bank determines at any time that any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or request (whether or not having the same force of law) adopted after the date hereof concerning capital adequacy, or any change since the date of this Agreement in the interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers Bank based on the existence of the Buyers’ Bank's obligations hereunder, then the Sellers Borrowers shall pay to the Agent, for the ratable benefit of the BuyersBank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers Bank for the increased cost to the Buyers Bank as a result of such increase of capital. The Bank, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the Borrowers, which notice shall show the basis for calculation of such additional amounts. In determining such additional amounts, the Agent Bank will act reasonably and in good faith and will use averaging and attribution methods which that are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, reasonable; provided that the Agent’s Bank's determination of compensation owing under this Section 13.18(b1.10(c) shallshall be conclusive, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (cd) In the event that the Agent Bank shall determine (which determination shall, absent manifest error, shall be final and conclusive and binding on prima facie evidence with respect to all the parties hereto) at any time that by reason of Regulation D the Buyers are Bank's lending office is required to maintain reserves in respect of any Eurocurrency liabilities (as defined in Regulation D) during any period that in which it has a Transaction, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loan outstanding (each such period, for the Bank, a “"Eurocurrency Reserve Period”"), then the Agent Bank shall promptly give notice (by telephone confirmed in writing) to the Sellers Borrowers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts)determination, and the Sellers Borrowers shall directly pay to the Agent, for Bank additional interest on the benefit unpaid principal amount of each Fixed Rate Loan of the BuyersBank during such Eurocurrency Reserve Period at a rate per annum which shall, during each Interest Period applicable to such specified amounts Fixed Rate Loan, be the amount by which (i) the NIBOR or LIBOR for such Interest Period divided (and rounded to the nearest whole multiple of 1/16 of 1%) by a percentage equal to 100% minus the then maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities (as additional defined in Regulation D) exceeds (ii) the NIBOR or LIBOR for such Interest Period. Additional interest payable pursuant to the immediately preceding sentence shall be paid by each such relevant Borrower at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demandFixed Rate Loan. The Agent Bank agrees that if it gives notice to the Sellers Borrowers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers Borrowers of any termination thereof, at which time the Sellers Borrowers shall cease to be obligated to pay additional Price Differential interest to the Agent such Bank pursuant to the first sentence of this Section 13.18(c1.10(d) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer or position of such Bank in the interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the position of such Bank in the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon such Bank's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) the Borrower shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) prior to the time of funding of such Eurodollar Loan or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If any Bank determines that after the date of this Agreement the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, 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 required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Revolving Loan Commitment hereunder or its obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have reasonably determined (which determination shall, absent manifest demonstrable 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline, directive or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 Agent net income or net profits of such Lender, in either case pursuant to the applicable Buyer imposed by laws of the United States, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) and/or (y) other circumstances arising after included in the date hereof, affecting the Agent or any Buyer or the interbank Eurodollar market or the position computation of the Agent or any Buyer in such marketEurodollar Rate; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental directive or request (whether or not having force of law) or (z) impracticable as a result of a contingency an event occurring after the date of this Agreement Effective Date which materially and adversely affects the applicable interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based Eurodollar Loans shall (a) upon the Eurodollar Rate, shall no longer be available until subsequent receipt of such time as the Agent notifies the Sellers that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request or Election Notice that is pending shall be deemed rescinded by the Seller, notice) and (yz) in the case of clause (iiiii) above, the Sellers Borrower shall pay take one of the actions specified in Section 1.10(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 Agent for the ratable benefit Borrower of any of the Buyersevents described in clause (i), upon written demand therefor(ii) or (iii) above, such additional amounts (it shall promptly notify the Borrower and, in the form case of an increased rate ofany such Lender, or the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a different method Lender, the obligations of calculating, interest or otherwise as such Lender to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans on the Agent in its sole discretion shall determine) as terms and conditions contained herein shall be required to compensate the Agent and the Buyers for reinstated immediately upon such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyers, showing the basis for the calculation thereof, submitted to the Sellers by the Agent shall, absent manifest error, be final and conclusive and binding on all the parties hereto)cessation. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, (i) any unaffected Lender shall continue to be obligated to extend its portion of the respective Borrowing as Eurodollar Loans (unless the respective Borrowing is canceled or the affected Borrower elects to convert same into Base Rate Loans) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the Effective Date any Lender reasonably determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender's Commitment or Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower agrees to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Lender's reasonable good faith determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest demonstrable error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower (a copy of which shall be sent by such Lender to the Administrative Agent), which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), not release or diminish any of the Seller’s Borrower's obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c1.10(c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers subsequent receipt of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurnotice.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or interest on the Loans or the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereofEffective Date affecting such Lender, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Lender in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower agrees to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon such Lender’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.08(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.08(a)(ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 2.08(a)(iii), the Borrower shall, either (x) if the affected Eurodollar 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 the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.08(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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.08(b). (c) If any Lender determines that after the Effective Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by the National Association of Insurance Commissioners or any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender’s obligations hereunder, then the Sellers shall Borrower agrees to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agentsuch Lender’s determination of compensation owing under this Section 13.18(b2.08(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b2.08(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any --------------------------------- Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Quoted Rate) and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (if by telephone telephone, promptly confirmed in writing) to the SellersBorrower, and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any applicable law Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or governmental rule(iii), regulationthe Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, order by giving the Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Bank or request the Agent pursuant to Section 1.10(a)(ii) or (whether iii), cancel the respective Borrowing or not having conversion, or (ii) if the force of lawaffected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan; provided that if more than one Bank is affected at any -------- time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) adopted If any Bank shall have determined that after the date hereof concerning 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, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank or any corporation controlling such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, will has or would have the effect of increasing reducing the amount rate of return on such Bank's or such other corporation's capital required or expected assets as a consequence of such Bank's Commitment or Commitments hereunder or its obligations hereunder to be maintained a level below that which such Bank or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or such other corporation's policies with respect to capital adequacy), then from time to time, upon written demand by such Bank (with a copy to the Agent), accompanied by the Buyers based on notice referred to in the existence second to the last sentence of this clause (c), the Buyers’ obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyers, upon its written demand therefor, such Bank such additional amount or amounts as shall be required to will compensate the Buyers such Bank or such other corporation for the increased cost to the Buyers as a result of such increase of capitalreduction. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use reasonable averaging and attribution methods methods. Each Bank, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the Borrower (a copy of which are reasonable and consistent with its policies and the policies of its holding company with respect shall be sent by such Bank to capital adequacy, provided that the Agent’s ), 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 1.10(c) upon the subsequent receipt of such notice. A Bank's reasonable good faith determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or interest on the Loans or the applicable Buyer in respect of Notes or any other amounts payable hereunder (except for changes in the rate taxation of tax on, or determined by reference to, the net income or net profits of such Lender pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated or any subdivision thereof or therein) or (B) a change in official reserve requirements, but, in all events, excluding (I) reserves required under Regulation D to the extent covered included in the computation of the Eurodollar Rate and (II) any change with respect to taxes, and amounts relating thereto, governed by Section 13.18(c4.04 (or (i) any tax imposed on or measured by the net income (or capital or franchise or similar taxes imposed in lieu of a net income tax) of a Lender, an Issuing Lender or an Agent, as the case may be, pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender, such Issuing Lender or such Agent, as the case may be, is located or any subdivision thereof or therein, and (ii) any liability for interest and penalties arising with respect to such excluded taxes described in clause (i) above) and/or (y) other circumstances arising after since the date hereofEffective Date affecting such Lender, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Lender in such market, but in all events excluding any circumstances with respect to taxes, and amounts relating thereto, governed by Section 4.04 (or (i) any tax imposed on or measured by the net income (or capital or franchise or similar taxes imposed in lieu of a net income tax) of a Lender, an Issuing Lender or an Agent, as the case may be, pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender, such Issuing Lender or such Agent, as the case may be, is located or any subdivision thereof or therein, and (ii) any liability for interest and penalties arising with respect to such excluded taxes described in clause (i) above); or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower agrees to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon such Lender’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) promptly after the time that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, 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 required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender’s Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower agrees to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital, but in all events excluding any taxes, and amounts relating thereto, governed by Section 4.04 (or (x) any tax imposed on or measured by the net income (or capital or franchise or similar taxes imposed in lieu of a net income tax) of a Lender, an Issuing Lender or an Agent, as the case may be, pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender, such Issuing Lender or such Agent, as the case may be, is located or any subdivision thereof or therein, and (y) any liability for interest and penalties arising with respect to such excluded taxes described in clause (x) above). In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agentsuch Lender’s determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement Original Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Original Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of Notes or any other amounts payable hereunder (except for (a) changes in the rate of tax on, or determined by reference to, the net income or profits of the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is locatedlocated and (b) United States withholding taxes, which shall be governed by the provisions of Section 4.04) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Quoted Rate) and/or (y) other circumstances arising after since the date hereof, Original Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such marketmarket (excluding, however, differences in a Bank's cost of funds from those of the Administrative Agent which are solely the result of credit differences between such Bank and the Administrative Agent); or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Original Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersCompany and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Company and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Company with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerCompany, and (y) in the case of clause (ii) above, the Sellers Company shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefortherefore, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers Company by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto; however the failure to give any such notice (unless the respective Bank has intentionally withheld or delayed such notice, in which case the respective Bank shall not be entitled to receive additional amounts pursuant to this Section 1.10(a)(y) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish the Company's obligations to pay additional amounts pursuant to this Section 1.10(a)(y)) and (z) in the case of clause (iii) above, the Company shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts pursuant to clause (y) of the immediately preceding sentence, each Bank shall act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable relate to such Bank's loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by such Bank whether or not the loan documentation for such other loans permits the Bank to receive increased costs of the type described in this Section 1.10(a). (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Company may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Company was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii), cancel the respective Borrowing, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the Original Effective Date, any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers Company shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies which will, to the extent the increased costs or reduction in the rate of return relates to such Bank's commitments or obligations in general and are not specifically attributable to the policies Commitments and obligations hereunder, cover all commitments and obligations similar to the Commitments and obligations of its holding company with respect such Bank hereunder whether or not the loan documentation for such other commitments or obligations permits the Bank to capital adequacymake the determination specified in this Section 1.10(c), provided that the Agent’s and such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersCompany, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice (unless the respective Bank has intentionally withheld or delayed such notice, in which case the respective Bank shall not, subject not be entitled to receive additional amounts pursuant to this Section 13.18(d), 1.10(c) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish any of the Seller’s Company's obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b1.10(c). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Original Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Original Effective Date in any applicable appli- cable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of Notes or any other amounts payable hereunder (except for (a) changes in the rate of tax on, or determined by reference to, the net income or profits of the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is locatedlocated and (b) United States withholding taxes, which shall be governed by the provisions of Section 4.04) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Quoted Rate) and/or (y) other circumstances arising after since the date hereof, Original Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of such Bank in such market (excluding, however, differences in a Bank's cost of funds from those of the Agent or any Buyer in which are solely the result of credit differences between such marketBank and the Agent); or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Original Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersCompany and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Company and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Company with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerCompany, and (y) in the case of clause (ii) above, the Sellers Company shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefortherefore, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers Company by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto; however, the failure to give any such notice (unless the respective Bank has intentionally withheld or delayed such notice, in which case the respective Bank shall not be entitled to receive additional amounts pursuant to this Section 1.10(a)(y) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish the Company's obligations to pay additional amounts pursuant to this Section 1.10(a)(y)) and (z) in the case of clause (iii) above, the Company shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts pursuant to clause (y) of the immediately preceding sentence, each Bank shall act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable relate to such Bank's loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by such Bank whether or not the loan documentation for such other loans permits the Bank to receive increased costs of the type described in this Section 1.10(a). (b) If At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Company may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, by giving the Agent determines telephonic notice (confirmed in writing) on the same date that the Company was notified by the affected Bank or the Agent pursuant to Sec- tion 1.10(a)(ii) or (iii), cancel the respective Borrowing, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, PROVIDED that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If at any time after the Original Effective Date, any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitment hereunder or its obligations hereunder, then the Sellers Company shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corpo- ration as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies which will, to the extent the increased costs or reduction in the rate of return relates to such Bank's commit- ments or obligations in general and are not specifically attributable to the policies Commitment and obligations hereunder, cover all commitments and obligations similar to the Commitment and obligations of its holding company with respect such Bank hereunder whether or not the loan documentation for such other commitments or obligations permits the Bank to capital adequacymake the determination specified in this Section 1.10(c), provided that the Agent’s and such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersCompany, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice (unless the respective Bank has inten- tionally withheld or delayed such notice, in which case the respective Bank shall not, subject not be entitled to receive additional amounts pursuant to this Section 13.18(d), 1.10(c) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish any of the Seller’s Company's obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b1.10(c). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined in good faith (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar the relevant Euro Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Euro Rate Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or interest on the Loans or the applicable Buyer in respect of 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 or franchise taxes imposed in lieu thereof of such Lender or, in the case of a Lender that is a flow-through entity for tax purposes, a member or a partner of such Lender, pursuant to the laws of the Agent country or the applicable Buyer imposed by the national jurisdiction (or any political subdivision thereof) in which it is organized or in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) included in the computation of the relevant Euro Rate and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer or the applicable interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Euro Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; or (iv) if applicable, at any time that Euros are not available in sufficient amounts, as determined in good faith by the Administrative Agent, acting reasonably, to fund any Euro Denominated Loans requested pursuant to Section 2.01; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clauses (i) or (iv) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the Sellersaffected Borrower and, except in the case of clauses (i) 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, Transactions(A) in the event Eurodollar Loans are so affected, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers U.S. Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the U.S. Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Sellersuch Borrower, and (yB) in the event that any Euro Denominated Loan is so affected, Euro LIBOR shall be determined on the basis provided in the proviso to the definition of Euro LIBOR, (x) in the case of clause (ii) above, the Sellers shall respective Borrower agrees to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon such Lender’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole reasonable discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for and the calculation thereof, submitted to the Sellers respective Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (iii) above, the respective Borrower 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 and (z) in the case of clause (iv) above, Loans in Euros (exclusive of any such Loans, which have theretofore been funded), shall no longer be available until such time as the Administrative Agent notifies the German Borrower 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 pursuant to Section 2.03 given by the respective Borrower or Borrowers with respect to such Loans which have not been incurred shall be deemed rescinded by such Borrower or Borrowers. Each of the Administrative Agent and each Lender agrees that if it gives notice to any Borrower of any of the events described in clause (i), (ii), (iii) or (iv) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, promptly after it actually becomes aware that such event has ceased to exist. (b) If the Agent determines at At any time that any Euro Rate Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the affected Borrower may, and in the case of a Euro Rate Loan affected by the circumstances described in Section 2.10(a)(iii), the affected Borrower shall, either (x) if the affected Euro Rate 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)(ii) or (iii) or (y) if the affected Euro Rate Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a Eurodollar Loan, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan and (B) in the case of any Euro Denominated Loan, repay all outstanding Borrowings which include such affected Euro Denominated Loan in full in accordance with the applicable requirements of Section 4.01; provided that, (i) if the circumstances described in Section 2.10(a)(iii) apply to any Euro Denominated Loan, the Borrowers may, in lieu of taking the actions described above, maintain such Euro Denominated Loan outstanding, in which case, Euro LIBOR shall be determined on the basis provided in the proviso to the definition of Euro LIBOR unless the maintenance of such Euro Denominated Loan outstanding on such basis would not stop the conditions described in Section 2.10(a)(iii) from existing (in which case the actions described above, without giving effect to this proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any governmental authorityGovernmental Authority, central bank or comparable agencyagency charged with the administration thereof, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender’s Commitments hereunder or its obligations hereunder, then the Sellers shall Borrowers agree jointly and severally to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agentsuch Lender’s determination of compensation owing under this Section 13.18(b2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b2.10(c), will give prompt written notice thereof to the SellersBorrowers, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) (or in the interpretation inter- pretation or administration thereof and including the introduction introduc- tion of any new law or governmental rule, regulation, order order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to such Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 any franchise tax based on the Agent net income or profits of such Bank, in either case pursuant to the applicable Buyer imposed by laws of the jurisdiction in which its such Bank is organized or in which such Bank's principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) expressly included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereofof this Agreement affecting such Bank, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer such Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone tele- phone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower or, at the Borrower's option and upon notice to the Administrative Agent, converted to a Borrowing of Base Rate Loans, (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon such Bank's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest inter- est or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Bank agrees that if it gives notice to the Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify the Borrower and, in the case of any such Bank, the Administrative Agent, if any such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Bank, the obligations of such Bank to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans on the terms and conditions contained herein shall be reinstated. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) the Borrower shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing or convert such Borrowing to a Base Rate Loan by giving the Administrative Agent telephonic notice (promptly confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any governmental authority, central bank or comparable agency, in each case after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Revolving Loan Commitment hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution attrib- ution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s determination such Bank's deter- mination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional addi- tional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 Lender, or any franchise tax based on the Agent net income or profits of such Lender, in either case pursuant to the applicable Buyer imposed by laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), or (B) a change in official reserve requirements, requirements but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Lender or the interbank Eurodollar market or the position of the Agent or any Buyer such Lender in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, and/or (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower agrees, subject to the provisions of Section 13.15 (to the extent applicable), to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole reasonable discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for and the calculation thereof, submitted to the Sellers Borrower by the Agent such Lender in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(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 1.10(a)(ii) or (iii), the Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day's written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan at the end of the then current Interest Period or at 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 the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the date of this Agreement any Lender determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, in each case introduced or changed after the date hereof, will have the effect of increasing the amount of capital required or expected requested to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower agrees, subject to the provisions of Section 13.15 (to the extent applicable), to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Lender's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for and calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Closing Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or interest on the Loans or the applicable Buyer in respect of 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 Lender pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, Closing Date affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Closing Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon such Lender's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar 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 the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If any Lender determines that after the Closing Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, 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 required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender's Commitments hereunder or its obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Lender's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Agree ment in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereofof this Agreement affecting such Bank, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBor rower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon such Bank's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) the Borrower shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, PROVIDED that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If any Bank determines that after the date of this Agreement the introduction of or any change in any applicable law or governmental rule, regulationregula tion, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration admin istration thereof by the NAIC or any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Revolving Loan Commitment hereunder or its obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided PROVIDED that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit such Bank, within 15 days of the Buyers, upon such Bank's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent in its sole discretion such Bank reasonably shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a as set forth in such written notice request as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, by giving the Agent determines telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If at any time after the date of this Agreement any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, . (d) The provisions of this Section 1.10 are subject to Section 13.18(d), release or diminish any of 13.15 (to the Seller’s obligations to pay or cause extent same is applicable in accordance with the payment of additional amounts pursuant to this Section 13.18(bterms thereof). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the relevant interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Euro Rate; or; (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Euro Rate Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to such Lender of the Agent principal of or the applicable Buyer in respect of interest on such Euro Rate 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 profits of such Lender pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereofEffective Date affecting such Lender, affecting the Agent or any Buyer or the relevant interbank Eurodollar market or the position of the Agent or any Buyer such Lender in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Euro Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer such Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the relevant interbank Eurodollar market; (iv) at any time that any Foreign Currency is not available in sufficient amounts, as determined in good faith by the Administrative Agent, to fund any Borrowing of Revolving Loans denominated in such Foreign Currency; or (v) at any time, that such Lender shall incur any Mandatory Costs; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) or (iv) above) shall promptly give written notice to the Borrowers and, except in the case of clauses (i) and (iv) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly give notice thereof (by telephone confirmed in writing) transmit to each of the Sellersother Lenders). Thereafter (xv) in the case of clause (i) above, Transactions(A) in the event that Eurodollar Loans are so affected, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers US Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the US Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Seller, US Borrower and (yB) in the event that any Foreign Currency Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the last sentence of the definition of such Euro Rate, (w) in the case of clause (ii) above, the Sellers applicable Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers respective Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (x) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law, (y) in the case of clause (iv) above, Revolving Loans in the affected Foreign Currency (other than any such Revolving 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 a Borrower with respect to such Revolving Loans which have not yet been incurred shall be deemed rescinded by such Borrower and (z) in the case of clause (v) above, the respective Foreign Borrower shall pay to such Lender, upon written demand therefor, such Mandatory Costs. (b) If the Agent determines at At any time that any Euro Rate Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the applicable Borrower may (and in the case of a Euro Rate Loan affected by the circumstances described in Section 1.10(a)(iii) the applicable Borrower shall) either (x) if the affected Euro Rate Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent written notice on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Euro Rate Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent and the affected Lender, (A) in the case of a Eurodollar Loan, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan or repay such Eurodollar Loan in full and (B) in the case of any Foreign Currency Loan, repay such Foreign Currency Loan in full; provided that (i) if the circumstances described in Section 1.10(a)(iii) apply to any Foreign Currency Loan, the applicable Borrower may, in lieu of taking the actions described above, maintain such Foreign Currency Loan outstanding, in which case the applicable Euro Rate shall be determined on the basis provided in the last sentence of the definition of the applicable Euro Rate, unless the maintenance of such Foreign Currency Loan outstanding on such basis would not stop the conditions described in Section 1.10(a)(iii) from existing (in which case the actions described above, without giving effect to this proviso, shall be required to be taken), and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, 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 required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender's Revolving Loan Commitment hereunder or its obligations hereunder, then the Sellers applicable Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Lender's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the Sellersapplicable Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (cd) In the event that the Agent any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Foreign Currency Loans or any category of liabilities during which includes deposits by reference to which the interest rate on any period that it has Foreign Currency Loan is determined or any category of extensions of credit or other assets which includes loans by a Transactionnon-United States office of any Lender to non-United States residents, then, unless such reserves are included in the Pricing Rate calculation of the interest rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”Foreign Currency Loans or in Section 1.10(a)(ii), then the Agent such Lender shall promptly give notice (by telephone confirmed notify the applicable Borrower or Borrowers in writing) to the Sellers of such determination writing specifying the additional amounts required to indemnify the Buyers such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts)) and the applicable Borrower or Borrowers shall, and the Sellers shall directly be obligated to, pay to the Agent, for the benefit of the Buyers, such Lender such specified amounts as additional interest at the time that it the applicable Borrower is otherwise required to pay interest in respect of such Transaction Foreign Currency Loan or, if later demanded later, on written demand therefor by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurLender.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Rate Fixing Day that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, market adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Rate Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or 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 or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to any Bank or its Applicable Lending Office of the Agent principal of or interest on the applicable Buyer in respect of 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 the Agent such Bank or the applicable Buyer its Applicable Lending Office imposed by the jurisdiction in which its principal office or Applicable Lending Office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) included in the computation of the Eurodollar Rate, and/or (y) other circumstances arising after the date hereof, affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Eurodollar Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer such Bank with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Eurodollar Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Rate Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, 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) If At any time that any Eurodollar Rate Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Rate Loan affected by the circumstances described in Section 2.10(a)(iii) shall) either (i) if the affected Eurodollar Rate Loan is then being made initially or pursuant to a conversion, cancel said Borrowing by giving the Agent notice by telephone (confirmed in writing) of the cancellation on the same date that the Borrower was notified by the Bank or the Agent pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Rate Loan into a Base Rate Loan or Loans, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 2.10(b). (c) If any Bank determines at any time that any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank based on the existence of the Buyers’ such Bank's Commitment hereunder or its obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank for the increased cost to the Buyers such Bank as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b2.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), not release or diminish any of the Seller’s Borrower's obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b2.10(c). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shallwith respect to clause (i) below, absent manifest error, may be final and conclusive and binding upon all parties heretomade only by the Administrative Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 any franchise tax based on the Agent net income or profits of such Bank, in either case pursuant to the laws of the United States of America or the applicable Buyer imposed by the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to the provisions of Section 13.15 (to the extent applicable) pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereofthereof and certifying that it is generally charging such costs to other similarly situated borrowers under similar credit facilities, submitted to the Sellers Borrower by the Agent such Bank in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Bank 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 Bank, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Bank, the obligations of such Bank 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 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(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 Agent given immediately, or if permitted by applicable law given at such later date permitted thereby, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the Effective Date any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to the provisions of Section 13.15 (to the extent applicable), pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's reasonable good faith determination (made in a manner generally consistent with such Bank's standard practices) of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time certify that it is otherwise required generally charging such costs to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurother similarly situated borrowers under similar credit facilities.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 any change in a tax imposed solely on deposits or net assets of a Bank, in each case pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer or the New York interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to the provisions of this Section 1.10(a) and Section 13.17 (to the extent applicable), pay to such Bank, within ten Business Days after such Bank's written request therefor and the Agent for delivery to the ratable benefit Borrower of the Buyers, upon written demand therefornotice described below in this clause (y), such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determinedetermine (but without duplication of any amounts that may be payable to such Bank under Section 1.10(c) or 2.06) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder reasonably determined by such Bank in good faith (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(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 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, by giving the Administrative Agent telephonic notice (confirmed in writing) as promptly as practicable and in any event within one Business Day after the date that the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the date of this Agreement any Bank determines that the introduction of or any change (which introduction or change shall have occurred after the date of this Agreement) in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank bank, the NAIC or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to the provisions of this Section 1.10(c) and Section 13.17 (to the extent applicable), pay to the Agentsuch Bank, for the ratable benefit of the Buyers, upon within ten Business Days after its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capitalcapital (but without duplication of any amounts that may be payable to such Bank under Section 1.10(a) or 2.06). In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show describe in reasonable detail the introduction of or change in applicable law or governmental rule, regulation, order, guideline, directive or request or change in interpretation or administration and the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Quoted Rate) and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (if by telephone telephone, promptly confirmed in writing) to the SellersBorrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon 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 the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any applicable law Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or governmental rule(iii), regulationthe Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, order by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Bank or request the Administrative Agent pursuant to Section 1.10(a)(ii) or (whether iii), cancel the respective Borrowing or not having conversion, or (ii) if the force of lawaffected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan; provided that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) adopted If any Bank shall have determined that after the date hereof concerning 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, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank or any corporation controlling such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, will has or would have the effect of increasing reducing the amount rate of return on such Bank's or such other corporation's capital required or expected assets as a consequence of such Bank's Commitment or Commitments hereunder or its obligations hereunder to be maintained a level below that which such Bank or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or such other corporation's policies with respect to capital adequacy), then from time to time, upon written demand by such Bank (with a copy to the Administrative Agent), accompanied by the Buyers based on notice referred to in the existence last sentence of this clause (c), the Buyers’ obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyers, upon its written demand therefor, such Bank such additional amount or amounts as shall be required to will compensate the Buyers such Bank or such other corporation for the increased cost to the Buyers as a result of such increase of capitalreduction. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use reasonable averaging and attribution methods methods. Each Bank, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the Borrower (a copy of which are shall be sent by such Bank to the Administrative Agent), 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 1.10(c) upon the subsequent receipt of such notice. A Bank's reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, provided that the Agent’s good faith determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Rate Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or 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 or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to any Bank or its Applicable Lending Office of the Agent principal of or interest on the applicable Buyer in respect of 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 the Agent such Bank or the applicable Buyer its Applicable Lending Office imposed by the jurisdiction in which its principal office or Applicable Lending Office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) included in the computation of the Eurodollar Rate, and/or (y) other circumstances arising after the date hereof, affecting the Agent or any Buyer such Bank or the interbank Eurodollar market market, as the case may be, or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Eurodollar Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer such Bank with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to each Borrower and, except in the Sellerscase of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Eurodollar Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies FSA and the Sellers Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by a Borrower with respect to Eurodollar Rate Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Sellersuch Borrower, and (y) in the case of clause (ii) above, the Sellers relevant Borrowers shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers each relevant Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, 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) If At any time that any Eurodollar Rate Loan is affected by the circumstances described in Section 2.10(a)(ii) or 2.10(a)(iii), the relevant Borrower may (and in the case of a Eurodollar Rate Loan affected by the circumstances described in Section 2.10(a)(iii) shall) either (i) if the affected Eurodollar Rate Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Agent notice by telephone (confirmed in writing) of the cancellation on the same date that the relevant Borrower was notified by the Bank or the Agent pursuant to Section 2.10(a)(ii) or 2.10(a)(iii) or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Rate Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 2.10(b). (c) If any Bank determines at any time that any change in applicable law or governmental rule, regulation, order or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank based on the existence of the Buyers’ such Bank's Commitment hereunder or its obligations hereunder, then the Sellers each relevant Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts to the extent the Bank has not otherwise been reimbursed pursuant to Section 2.10 as a result of the occurrence of any event specified in Section 2.10(a)(ii) as shall be required to compensate the Buyers such Bank for the increased cost to the Buyers such Bank as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b2.10(c), will give prompt written notice thereof to the Sellerseach relevant Borrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), not release or diminish the obligations of any of the Seller’s obligations Borrower to pay or cause the payment of additional amounts pursuant to this Section 13.18(b2.10(c). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments law which subjects any Lender to the Agent any Taxes (other than Indemnified Taxes or the applicable Buyer Excluded Taxes) in respect of payments 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 profits of the Agent or the applicable Buyer imposed by the jurisdiction in which its principal office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereofEffective Date affecting such Lender, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Lender in such marketmarket (including that the Eurodollar Rate with respect to such Eurodollar Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurodollar Loan); or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersAdministrative Borrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Administrative Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the Administrative Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Seller, and Borrowers (y) in the case of clause (ii) above, the Sellers shall each Borrower agrees to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon such Lender’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Administrative Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the 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) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii), the Borrowers may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 2.10(a)(iii), the Borrowers shall, either (x) if the affected Eurodollar 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 the Administrative Borrower was notified by 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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any governmental authorityGovernmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender’s Commitments hereunder or its obligations hereunder, then the Sellers shall each Borrower agrees to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agentsuch Lender’s determination of compensation owing under this Section 13.18(b2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b2.10(c), will give prompt written notice thereof to the SellersAdministrative Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), not release or diminish any of the Sellersuch Borrower’s obligations obligation to pay or cause the payment of additional amounts pursuant to this Section 13.18(b)2.10(c) upon the subsequent receipt of such notice. (cd) In Failure or delay on the event part of any Lender or Issuing Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Agent Borrowers shall determine (which determination shall, absent manifest error, not be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves compensate a Lender or Issuing Lender pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Lender notifies the Administrative Borrower of the change or changes specified in respect this Section 2.10 giving rise to such increased costs or reductions, and of any liabilities during any period that it has a Transactionsuch Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Pricing Rate applicable change giving rise to which such increased costs or reductions is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”)retroactive, then the Agent nine-month period referred to above shall promptly give notice (by telephone confirmed in writing) be extended to include the Sellers period of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amountsretroactive effect thereof), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 any franchise tax based on the Agent net income or profits of such Bank, in either case pursuant to the applicable Buyer imposed by laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, and/or (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to the provisions of Section 13.15 (to the extent applicable) pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole reasonable discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for and the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Bank 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 Bank, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Bank, the obligations of such Bank 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 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day's written notice to the Administrative Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the date of this Agreement any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, in each case introduced or changed after the date hereof, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to the provisions of Section 13.15 (to the extent applicable), pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for and calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or interest on the Loans or the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) 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 covered by Section 13.18(c) and/or (y) other circumstances arising after included in the date hereof, affecting the Agent or any Buyer or the interbank Eurodollar market or the position computation of the Agent or any Buyer in such marketEurodollar Rate; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower agrees to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Lender in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(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 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the Effective Date any Lender determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender's Commitment hereunder or its obligations hereunder, then the Sellers shall Borrower agrees to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Lender's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show the basis for calculation of such additional amounts, although . (d) The provisions contained in this Section 1.10 shall survive the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any termination of the Seller’s obligations to pay or cause this Agreement and the payment of additional all amounts pursuant to this Section 13.18(b). (c) In payable hereunder; provided, however, that in no event shall the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to Borrower be obligated to pay additional Price Differential reimburse or compensate any Lender for amounts contemplated by this Section 1.10 for any period prior to the Agent pursuant date that is 90 days prior to the first sentence date upon which such Lender requests in writing such reimbursement or compensation from the Borrower. This Section 1.10(d) shall have no applicability to any other Section of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurAgreement.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loans because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly on such date give notice thereof (by telephone confirmed in writing) to the Sellersrespective Borrowers and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers respective Borrowers and the respective Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by any Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Sellersuch Borrower, and (y) in the case of clause (ii) above, the Sellers shall respective Borrower agrees, subject to the provisions of Section 12.19 (to the extent applicable), to pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice in reasonable detail as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers respective Borrower by the Agent such Bank in good faith shall, absent manifest error, be final and conclusive and binding on upon all the parties hereto)) and (z) in the case of clause (iii) above, take one of the actions specified in Section 1.10(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 1.10(a) (ii) or (iii), the respective Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 1.10 (a)(iii) shall) either (i) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) thereof on the same date that such Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii), or (ii) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Bank to convert each such Eurodollar Loan into a Base Rate Loan; provided, that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the Effective Date any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of lawlaw and including, without limitation, those announced or published prior to the Effective Date) adopted after the date hereof concerning capital adequacy, 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 required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrowers jointly and severally agree, subject to the provisions of Section 12.19 (to the extent applicable), to pay to the Agent, for the ratable benefit of the Buyersany such Bank, upon its such Bank's written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable; provided, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the Sellersrespective Borrowers, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), not release or diminish any of the Seller’s respective Borrowers' obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b1.10(c). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement Restatement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 any change in a tax imposed solely on deposits or net assets of a Bank, in each case pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer or the New York interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to the provisions of this Section 1.10(a) and Section 13.17 (to the extent applicable), pay to such Bank, within ten Business Days after such Bank's written request therefor and the Agent for delivery to the ratable benefit Borrower of the Buyers, upon written demand therefornotice described below in this clause (y), such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determinedetermine (but without duplication of any amounts that may be payable to such Bank under Section 1.10(c) or 2.06) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder reasonably determined by such Bank in good faith (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(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 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, by giving the Administrative Agent telephonic notice (confirmed in writing) as promptly as practicable and in any event within one Business Day after the date that the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the Restatement Effective Date any Bank determines that the introduction of or any change (which introduction or change shall have occurred after the Restatement Effective Date) in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank bank, the NAIC or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to the provisions of this Section 1.10(c) and Section 13.17 (to the extent applicable), pay to the Agentsuch Bank, for the ratable benefit of the Buyers, upon within ten Business Days after its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capitalcapital (but without duplication of any amounts that may be payable to such Bank under Section 1.10(a) or 2.06). In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show describe in reasonable detail the introduction of or change in applicable law or governmental rule, regulation, order, guideline, directive or request or change in interpretation or administration and the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Quoted Rate) and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon within two Business Days following written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, by giving the Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii), cancel the respective Borrowing, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan; provided that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If at any time after the date hereof, any Bank determines that the introduction or implementation of or any change in applicable law or governmental rule, regulation, order order, any guideline, directive or request (whether or not having the force of lawlaw and including, without limitation, those announced or published prior to the Restatement Effective Date) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank for the increased cost to such Bank or the Buyers reduction in the rate of return to such Bank as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, reasonable; provided that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), not release or diminish any of the Seller’s Borrower's obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b1.10(c). (cd) In Each Bank agrees that upon the occurrence of any event giving rise to the operation of Section 1.10 with respect to such Bank, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Bank) to designate another lending office for any Loans affected by such event, provided that such designation is made on such terms that such Bank and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding or minimizing the consequence of the event that giving rise to the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect operation of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers provisions of such determination specifying the additional amounts required Section. The Borrower agrees to indemnify the Buyers against the cost of maintaining pay all costs and expenses incurred by such reserves (Bank in utilizing such written notice to provide a computation of such additional amounts), and the Sellers other lending office. Nothing in this Section 1.10(d) shall directly pay to the Agent, for the benefit affect or postpone any of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers obligations of the existence of a Eurocurrency Reserve Period, it shall promptly notify Borrower or the Sellers right of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Bank provided in Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur1.10.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shallwith respect to clause (i) below, absent manifest error, may be final and conclusive and binding upon all parties heretomade only by the Administrative Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 any franchise tax based on the Agent net income or profits of such Bank, in either case pursuant to the laws of the United States of America or the applicable Buyer imposed by the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then; (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in any such eventthe case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent shall promptly give telephonic notice thereof (by telephone confirmed in writing) to on the Sellers. Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, shall no longer be available until such time as the Agent notifies the Sellers same date that the circumstances giving rise to such notice Borrower was notified by the affected Bank or the Administrative Agent no longer exist, and any Transaction Request pursuant to Section 1.10(a)(ii) or Election Notice that is pending shall be deemed rescinded by the Seller, and (iii) or (y) in if the case of clause (ii) aboveaffected Eurodollar Loan is then outstanding, the Sellers shall pay upon at least three Business Days' written notice to the Administrative Agent for the ratable benefit of the Buyers, upon written demand therefor, such additional amounts (in the form of an increased rate ofgiven immediately, or if permitted by applicable law given at such later date permitted thereby, require the affected Bank to convert such Eurodollar Loan into a different method of calculatingBase Rate Loan, interest or otherwise as provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the Agent in its sole discretion shall determine) as shall be required same pursuant to compensate the Agent and the Buyers for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyers, showing the basis for the calculation thereof, submitted to the Sellers by the Agent shall, absent manifest error, be final and conclusive and binding on all the parties heretothis Section 1.10(b). (bc) If the Agent determines at any time after the Effective Date any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers based on the existence of the Buyers’ obligations hereunder, then the Sellers shall pay to the Agent, for the ratable benefit of the Buyers, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers for the increased cost to the Buyers as a result of such increase of capital. In determining such additional amounts, the Agent will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, provided that the Agent’s determination of compensation owing under this Section 13.18(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): ): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar RateNIBOR or LIBOR; or or (ii) at any time, that the Agent or the Buyers Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Fixed Rate Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or 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 or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Agent Bank or its applicable lending office of the applicable Buyer in respect 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 the Agent Bank or the its applicable Buyer lending office imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c1.10(d) and/or (y) other circumstances arising after or included in the date hereof, affecting the Agent computation of NIBOR or any Buyer LIBOR; or the interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any an law or governmental rule, regulation or order, or (y) impossible by compliance by Buyer the Bank with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market); then, and in any such event, the Agent Bank shall promptly give notice thereof (by telephone confirmed in writing) to each of the SellersBorrowers. Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent Bank notifies the Sellers Borrowers that the circumstances giving rise to such notice by the Agent Bank no longer exist, and any Transaction Request or Election Notice that is pending for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by the Seller, and such Borrower; (y) in the case of clause (ii) above, the Sellers each relevant Borrower shall pay to the Agent for the ratable benefit of the BuyersBank, upon within two Business Days after written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the BuyersBank, showing the basis for the calculation thereof, submitted to each of the Sellers relevant Borrowers by the Agent shallBank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, be final and conclusive and binding on all taken one of the parties hereto)actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), each relevant Borrower may (and, in the case of a Fixed Rate Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (i) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel said Borrowing, or change the Type of Loan to become a Base Rate Loan by giving the Bank notice by telephone (confirmed (c) If the Agent Bank determines at any time that any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or request (whether or not having the same force of law) adopted after the date hereof concerning capital adequacy, or any change since the date of this Agreement in the interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers Bank based on the existence of the Buyers’ Bank's obligations hereunder, then the Sellers Borrowers shall pay to the Agent, for the ratable benefit of the BuyersBank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers Bank for the increased cost to the Buyers Bank as a result of such increase of capital. The Bank, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the Borrowers, which notice shall show the basis for calculation of such additional amounts. In determining such additional amounts, the Agent Bank will act reasonably and in good faith and will use averaging and attribution methods which that are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, reasonable; provided that the Agent’s Bank's determination of compensation owing under this Section 13.18(b1.10(c) shallshall be conclusive, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (cd) In the event that the Agent Bank shall determine (which determination shall, absent manifest error, shall be final and conclusive and binding on prima facie evidence with respect to all the parties hereto) at any time that by reason of Regulation D the Buyers are Bank's lending office is required to maintain reserves in respect of any Eurocurrency liabilities (as defined in Regulation D) during any period that in which it has a Transaction, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loan outstanding (each such period, for the Bank, a “"Eurocurrency Reserve Period”"), then the Agent Bank shall promptly give notice (by telephone confirmed in writing) to the Sellers Borrowers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts)determination, and the Sellers Borrowers shall directly pay to the Agent, for Bank additional interest on the benefit unpaid principal amount of each Fixed Rate Loan of the BuyersBank during such Eurocurrency Reserve Period at a rate per annum which shall, during each Interest Period applicable to such specified amounts Fixed Rate Loan, be the amount by which (i) the NIBOR or LIBOR for such Interest Period divided (and rounded to the nearest whole multiple of 1/16 of 1%) by a percentage equal to 100% minus the then maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities (as additional defined in Regulation D) exceeds (ii) the NIBOR or LIBOR for such Interest Period. Additional interest payable pursuant to the immediately preceding sentence shall be paid by each such relevant Borrower at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demandFixed Rate Loan. The Agent Bank agrees that if it gives notice to the Sellers Borrowers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers Borrowers of any termination thereof, at which time the Sellers Borrowers shall cease to be obligated to pay additional Price Differential interest to the Agent such Bank pursuant to the first sentence of this Section 13.18(c1.10(d) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In If any Lender (or, with respect to clauses (i) and (iv) below, the event that the Agent Administrative Agent) shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar the respective Euro Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Euro Rate Loan because of (x) any change since arising after the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or interest on the applicable Buyer in respect of 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 Lender pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated or any subdivision thereof or therein) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D requirements (except to the extent covered by Section 13.18(c1.11(d) in respect of Alternate Currency Revolving Loans or included in the computation of the Eurodollar Rate) or any special deposit, assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its applicable lending office) and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer or the applicable interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time after the Effective Date, that the entering into making or continuance of any Transaction, the Pricing Euro Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the applicable interbank Eurodollar market; or (iv) at any time that any Alternate Currency is not available in sufficient amounts to fund any Borrowing of Alternate Currency Revolving Loans requested pursuant to Section 1.01; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) or (iv) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the Sellersrespective Borrower and, except in the case of clauses (i) 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, Transactions(A) if Eurodollar Loans are so affected, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers respective Dollar Revolving Loan Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the respective Dollar Revolving Loan Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Sellerrespective Dollar Revolving Loan Borrower, and (yB) if any Alternate Currency Revolving Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate, (x) in the case of clause (ii) above, the Sellers respective Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon its written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent in its sole discretion such Lender shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers respective Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (iii) above, the respective Borrower shall take one of the actions specified in Section 1.11(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (iv) above, Alternate Currency Revolving Loans (exclusive of Alternate Currency Revolving Loans which have theretofore been funded) shall no longer be available in the respective Alternate Currency or Alternate Currencies until such time as the Administrative Agent notifies the Alternate Currency Revolving Loan 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 any Alternate Currency Revolving Loan Borrower with respect to such Alternate Currency Revolving Loans which have not been incurred shall be deemed rescinded by the respective Alternate Currency Revolving Loan Borrower. (b) If At any time that any Euro Rate Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the respective Borrower may (and in the case of a Euro Rate Loan affected by the circumstances described in Section 1.11(a)(iii) shall) either (x) if the affected Euro Rate Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent determines telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent or (y) if the affected Euro Rate Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a Eurodollar Loan, request the affected Lender to convert such Eurodollar Loan into 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 such earlier date as shall be required by applicable law)) and (B) in the case of an Alternate Currency Revolving Loan, repay such Alternate Currency Revolving Loan in full; provided that (i) if the circumstances described in Section 1.11(a)(iii) apply to any Alternate Currency Revolving Loan, the respective Alternate Currency Revolving Loan Borrower may, in lieu of taking the actions described above, maintain such Alternate Currency Revolving Loan outstanding, in which case the applicable Euro Rate shall be determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate, unless the maintenance of such Alternate Currency Revolving Loan outstanding on such basis would not stop the conditions described in Section 1.11(a)(iii) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time as described above in this clause (b), then all affected Lenders must be treated the same pursuant to this Section 1.11(b). (c) If at any time after the Effective Date any Lender determines that the introduction of or any change (which introduction or change shall have occurred after the Effective Date) in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by the National Association of Insurance Commissioners (“NAIC”) or any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender’s Commitments hereunder or its obligations hereunder, then the Sellers shall Corporation agrees to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agentsuch Lender’s determination of compensation owing under this Section 13.18(b1.11(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.11(c), will give prompt written notice thereof to the SellersCorporation, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (cd) In the event that the Agent If any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Euro Rate Loans or any category of liabilities during any period that it has a Transaction, the Pricing Rate applicable which includes deposits by reference to which the interest rate on any Euro Rate Loan is based upon determined or any category of extensions of credit or other assets which includes loans of the Eurodollar Ratesame or similar type as any Euro Rate Loans, outstanding (each then, unless such period, a “Eurocurrency Reserve Period”reserves are already being charged for pursuant to Section 1.11(a)(ii), then the Agent such Lender shall promptly give notice (by telephone confirmed notify the respective Borrower or Borrowers in writing) to the Sellers of such determination writing specifying the additional amounts required to indemnify the Buyers such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts)) and the respective Borrower or Borrowers shall, and the Sellers shall directly be obligated to, pay to the Agent, for the benefit of the Buyers, such Lender such specified amounts as additional interest at the time that it is the respective Borrower or Borrowers are otherwise required to pay interest in respect of such Transaction Euro Rate Loans or, if later demanded later, on written demand therefor by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurLender.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank applicable Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, as but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan or any other amounts payable hereunder (except for changes in the imposition of, or any change in, the rate of tax onany Excluded Tax), or determined by reference tobut without duplication of any increased costs with respect to Taxes which are addressed in Section 5.04, the net income or profits of the Agent or the applicable Buyer imposed by the jurisdiction in which its principal office is located) or (B) a change in official reserve requirements, requirements but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) included in the computation of the Eurodollar Rate, and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer such Lender or the interbank Eurodollar market or the position of the Agent or any Buyer such Lender in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or and/or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower agrees to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon such Lender’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower 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) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 2.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar 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 the Borrower was notified by 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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that after the Effective Date the introduction or effectiveness of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, agency will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender’s Revolving Loan Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower agrees (to the extent applicable) to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agentsuch Lender’s determination of compensation owing under this Section 13.18(b2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b2.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): ): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar RateNIBOR or LIBOR; or or (ii) at any time, that the Agent or the Buyers Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Fixed Rate Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or 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 or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Agent Bank or its applicable lending office of the applicable Buyer in respect 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 the Agent Bank or the its applicable Buyer lending office imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c1.10(d) and/or (y) other circumstances arising after or included in the date hereof, affecting the Agent computation of NIBOR or any Buyer LIBOR; or the interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any an law or governmental rule, regulation or order, or (y) impossible by compliance by Buyer the Bank with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market); then, and in any such event, the Agent Bank shall promptly give notice thereof (by telephone confirmed in writing) to each of the SellersBorrowers. Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent Bank notifies the Sellers Borrowers that the circumstances giving rise to such notice by the Agent Bank no longer exist, and any Transaction Request or Election Notice that is pending for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by the Seller, and such Borrower; (y) in the case of clause (ii) above, the Sellers each relevant Borrower shall pay to the Agent for the ratable benefit of the BuyersBank, upon within two Business Days after written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the BuyersBank, showing the basis for the calculation thereof, submitted to each of the Sellers relevant Borrowers by the Agent shallBank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, be final and conclusive and binding on all taken one of the parties hereto)actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), each relevant Borrower may (and, in the case of a Fixed Rate Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (i) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel said Borrowing, or change the Type of Loan to become a Base Rate Loan by giving the Bank notice by telephone (confirmed 8 in writing) of the cancellation on the same date (if practicable) that such Borrower was notified by the Bank pursuant to Section 1.10(a)(ii) or (iii); or (ii) if the affected Loan is then outstanding, upon at least three Business Days' written notice, require the Bank to convert such Fixed Rate Loan into a Base Rate Loan. (c) If the Agent Bank determines at any time that any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or request (whether or not having the same force of law) adopted after the date hereof concerning capital adequacy, or any change since the date of this Agreement in the interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers Bank based on the existence of the Buyers’ Bank's obligations hereunder, then the Sellers Borrowers shall pay to the Agent, for the ratable benefit of the BuyersBank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers Bank for the increased cost to the Buyers Bank as a result of such increase of capital. The Bank, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the Borrowers, which notice shall show the basis for calculation of such additional amounts. In determining such additional amounts, the Agent Bank will act reasonably and in good faith and will use averaging and attribution methods which that are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, reasonable; provided that the Agent’s Bank's determination of compensation owing under this Section 13.18(b1.10(c) shallshall be conclusive, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (cd) In the event that the Agent Bank shall determine (which determination shall, absent manifest error, shall be final and conclusive and binding on prima facie evidence with respect to all the parties hereto) at any time that by reason of Regulation D the Buyers are Bank's lending office is required to maintain reserves in respect of any Eurocurrency liabilities (as defined in Regulation D) during any period that in which it has a Transaction, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loan outstanding (each such period, for the Bank, a “"Eurocurrency Reserve Period”"), then the Agent Bank shall promptly give notice (by telephone confirmed in writing) to the Sellers Borrowers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts)determination, and the Sellers Borrowers shall directly pay to the Agent, for Bank additional interest on the benefit unpaid principal amount of each Fixed Rate Loan of the BuyersBank during such Eurocurrency Reserve Period at a rate per annum which shall, during each Interest Period applicable to such specified amounts Fixed Rate Loan, be the amount by which (i) the NIBOR or LIBOR for such Interest Period divided (and rounded to the nearest whole multiple of 1/16 of 1%) by a percentage equal to 100% minus the then maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities (as additional defined in Regulation D) exceeds (ii) the NIBOR or LIBOR for such Interest Period. Additional interest payable pursuant to the immediately preceding sentence shall be paid by each such relevant Borrower at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demandFixed Rate Loan. The Agent Bank agrees that if it gives notice to the Sellers Borrowers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers Borrowers of any termination thereof, at which time the Sellers Borrowers shall cease to be obligated to pay additional Price Differential interest to the Agent such Bank pursuant to the first sentence of this Section 13.18(c1.10(d) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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, regulationregu- lation, order order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 Bank, or any franchise tax based on the Agent net income or net profits of such Bank, in either case pursuant to the applicable Buyer imposed by laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after circum- stances since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such marketmarket (except as a result of a deterioration in the creditworthiness of such Bank subsequent to the date hereof); or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrowers and, except in the case of clause (i) above, to the Administrative Agent of such deter- mination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrowers and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrowers with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrowers, and (y) in the case of clause (ii) above, the Sellers shall Borrowers jointly and severally agree to, subject to the provisions of Section 13.15 (to the extent applicable), pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different differ- ent method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted sub- mitted to the Sellers Borrowers by the Agent such Bank in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Bank agrees that if it gives notice to the Borrowers of any of the events described in clause (i) or (iii) above, it shall promptly notify the Borrowers and, in the case of any such Bank, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Bank, the obligations of such Bank 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 1.10(a)(ii) or (iii), the Borrowers may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrowers were notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the date of this Agreement any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrowers jointly and severally agree, subject to the provisions of Section 13.15 (to the extent applicable), to pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s determination such Bank's reasonable good faith deter- mination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrowers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for exampleincluding, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 any franchise tax based on the Agent net income or profits of such Bank, in either case pursuant to the applicable Buyer imposed by laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending shall be deemed rescinded of Conversion given by the SellerBorrower with respect to Eurodollar Loans which have not yet (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and (y) in the case of clause a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (iix) aboveif the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the Sellers shall pay respective Borrowing by giving the Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent for Agent, require the ratable benefit of affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the Buyers, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent in its sole discretion shall determine) as shall be required same pursuant to compensate the Agent and the Buyers for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyers, showing the basis for the calculation thereof, submitted to the Sellers by the Agent shall, absent manifest error, be final and conclusive and binding on all the parties heretothis Section 1.10(b). (bc) If the Agent determines at any time after the date of this Agreement any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Revolving Loan Commitment hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to the provisions of Section 13.15 (to the extent applicable), pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers for the increased cost to the Buyers as a result of such increase of capital. In determining such additional amounts, the Agent will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, provided that the Agent’s determination of compensation owing under this Section 13.18(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.re-

Increased Costs, Illegality, etc. (a) In the event that the Agent any Lender shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Lender of the Agent principal of or interest on the Loans or the applicable Buyer in respect of Notes or any other amounts payable hereunder (except for (x) taxes with respect to which additional amounts are paid pursuant to Section 4.04 or (y) changes in the rate of tax on, or determined by reference to, the net income or net profits (or any franchise or similar tax imposed in lieu of a net income or net profits tax) of such Lender pursuant to the laws of the Agent jurisdiction in which it is organized or the applicable Buyer imposed by the jurisdiction in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereofEffective Date affecting such Lender, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Lender in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) 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, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower agrees to pay to the Agent for the ratable benefit of the Buyerssuch Lender, upon such Lender's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Lender in its sole reasonable discretion shall determine) as shall be required to compensate the Agent and the Buyers such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar 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 the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, 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 required or expected to be maintained by the Buyers such Lender or any corporation controlling such Lender based on the existence of the Buyers’ such Lender's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower agrees to pay to the Agent, for the ratable benefit of the Buyerssuch Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Buyers reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Lender's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Lender, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Original Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar the respective Euro Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Euro Rate Loan because of (x) any change since the date of this Agreement Original Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of Notes or any other amounts payable hereunder (except for (a) changes in the rate of tax on, or determined by reference to, the net income or profits of the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is locatedlocated and (b) United States withholding taxes, which shall be governed by the provisions of Section 4.04) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Eurodollar Rate) and/or (y) other circumstances arising after since the date hereof, Original Effective Date affecting the Agent or any Buyer such Bank or the applicable interbank Eurodollar market or the position of such Bank in such market (excluding, however, differences in a Bank's cost of funds from those of the Agent or any Buyer in which are solely the result of credit differences between such marketBank and the Agent); or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Euro Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Original Effective Date which materially and adversely affects the applicable interbank Eurodollar market; or (iv) at any time that Euros are not available in sufficient amounts, as determined in good faith by the Agent, to fund any Borrowing of Euro Denominated Revolving Loans requested pursuant to Section 1.01(B); then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) or (iv) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersCompany and, except in the case of clauses (i) and (iv) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (xw) in the case of clause (i) above, Transactions(A) in the event Eurodollar Loans are so affected, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Company and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Company with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerCompany, and (yB) in the event that any Euro Denominated Revolving Loan is so affected, any Notice of Conversion given by the Company with respect to Euro Denominated Revolving Loans which have not yet been incurred (by way of conversion) shall be deemed rescinded by the Company and, to the extent a Borrowing of Euro Denominated Revolving Loans is to be incurred on such Interest Determination Date to replace all or a part of a theretofore outstanding Borrowing of Euro Denominated Revolving Loans, EURIBOR shall be determined on the basis provided in the proviso to the definition of EURIBOR, (x) in the case of clause (ii) above, the Sellers Company shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefortherefore, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers Company by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto, although the failure to give any such notice (unless the respective Bank has intentionally withheld or delayed such notice, in which case the respective Bank shall not be entitled to receive additional amounts pursuant to this Section 1.10(a)(y) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish the Company's obligations to pay additional amounts pursuant to this Section 1.10(a)(y)), (y) in the case of clause (iii) above, the Company shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (iv) above, Euro Denominated Revolving Loans (exclusive of a Borrowing of any such Euro Denominated Revolving Loans which (I) has theretofore been funded or (II) which (A) replaces all or a part of a theretofore outstanding Borrowing of Euro Denominated Revolving Loans and (B) does not require a Bank to make Euros available to the Company) shall no longer be available until such time as the Agent notifies the Company and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Notice of Borrowing or Notice of Conversion given by the Company with respect to such Euro Denominated Revolving Loans which have not been incurred shall be deemed rescinded by the Company. In determining such additional amounts pursuant to clause (x) of the immediately preceding sentence, each Bank shall act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable relate to such Bank's loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by such Bank whether or not the loan documentation for such other loans permits the Bank to receive increased costs of the type described in this Section 1.10(a). (b) If At any time that any Euro Rate Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Company may (and in the case of a Euro Rate Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (i) if the affected Euro Rate Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Agent determines telephonic notice (confirmed in writing) on the same date that the Company was notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii), or (ii) if the affected Euro Rate Loan is then outstanding, upon at least three Business Days' written notice to the Agent, (A) at any time prior to the Dual Currency Facility Revolving Loan Conversion Date, (x) in the case of a Eurodollar Loan under a given Tranche, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan under such Tranche and (y) in the case of a Euro Denominated Revolving Loan, repay such Euro Denominated Revolving Loan in full and (B) at any time on and after the Dual Currency Facility Revolving Loan Conversion Date, (x) in the case of a Euro Rate Loan under a given Tranche, require the affected Bank to convert such Euro Rate Loan into a Base Rate Loan under such Tranche or (y) in the case of a Euro Denominated Revolving Loan, repay such Euro Denominated Revolving Loan in full; provided that at all times (i) any unaffected Bank shall continue to be obligated to extend its portion of the respective Borrowing as Euro Rate Loans (unless the respective Borrowing is canceled or the Company elects to convert same into Base Rate Loans on the terms provided herein), (ii) if the circumstances described in Section 1.10(a)(iii) apply to any Euro Denominated Revolving Loan, the Company may, in lieu of taking the actions described above in clauses (A) or (B) above, maintain such Euro Denominated Revolving Loan outstanding, in which case EURIBOR shall be determined on the basis provided in the proviso to the definition of EURIBOR, unless the maintenance of such Euro Denominated Revolving Loan outstanding on such basis would not stop the conditions described in Section 1.10(a)(iii) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (iii) if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If at any time after the Original Effective Date, any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitment hereunder or its obligations hereunder, then the Sellers Company shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies which will, to the extent the increased costs or reduction in the rate of return relates to such Bank's commitments or obligations in general and are not specifically attributable to the policies Commitment and obligations hereunder, cover all commitments and obligations similar to the Commitment and obligations of its holding company with respect such Bank hereunder whether or not the loan documentation for such other commitments or obligations permits the Bank to capital adequacymake the determination specified in this Section 1.10(c), provided that the Agent’s and such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersCompany, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice (unless the respective Bank has intentionally withheld or delayed such notice, in which case the respective Bank shall not, subject not be entitled to receive additional amounts pursuant to this Section 13.18(d), 1.10(c) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish any of the Seller’s Company's obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b1.10(c). (cd) In the event that the Agent any Bank shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are such Bank is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Bank (including any branch, Affiliate or funding office thereof) in respect of any Euro Denominated Revolving Loans or any category of liabilities during which includes deposits by reference to which the interest rate on any period that it has Euro Denominated Revolving Loan is determined or any category of extensions of credit or other assets which includes loans by a Transactionnon-United States office of any Bank to non-United States residents, then, unless such reserves are included in the Pricing Rate calculation of the interest rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”Euro Denominated Revolving Loans or in Section 1.10(a)(ii), then the Agent such Bank shall promptly give notice (by telephone confirmed notify the Company in writing) to the Sellers of such determination writing specifying the additional amounts required to indemnify the Buyers such Bank against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts), ) and the Sellers Company shall directly pay to the Agent, for the benefit of the Buyers, such Bank such specified amounts as additional interest at the time that it the Company is otherwise required to pay interest in respect of such Transaction Euro Denominated Revolving Loan or, if later demanded later, on written demand therefor by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurBank.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Original Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Original Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Quoted Rate) and/or (y) other circumstances arising after since the date hereof, Original Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Original Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (if by telephone telephone, promptly confirmed in writing) to the SellersBorrower, and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, shall no longer be available until such time as the Agent notifies the Sellers that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request or Election Notice that is pending shall be deemed rescinded by the Seller, and (y) in the case of clause (ii) above, the Sellers shall pay to the Agent for the ratable benefit of the Buyers, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyers, showing the basis for the calculation thereof, submitted to the Sellers by the Agent shall, absent manifest error, be final and conclusive and binding on all the parties hereto). (b) If the Agent determines at any time that any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers based on the existence of the Buyers’ obligations hereunder, then the Sellers shall pay to the Agent, for the ratable benefit of the Buyers, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers for the increased cost to the Buyers as a result of such increase of capital. In determining such additional amounts, the Agent will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, provided that the Agent’s determination of compensation owing under this Section 13.18(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the interbank Eurodollar eurocurrency market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Eurocurrency Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Fixed Rate Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, guideline, order or 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 or order or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Agent or the applicable Buyer in respect of any amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Agent or the applicable Buyer imposed by the jurisdiction in which its principal office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) included in the computation of the Eurocurrency Rate and/or (y) any other circumstances arising after the date hereof, affecting the Agent or any Buyer such Bank or the interbank Eurodollar eurocurrency market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time that the entering into making or continuance of any Transaction, the Pricing Fixed Rate applicable to which is based upon the Eurodollar Rate, Loan has been made become (x) unlawful by compliance by such Bank with any law or law, governmental rule, regulation regulation, guideline or order, order or (y) impossible by compliance by Buyer such Bank with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market); then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersCompany, any affected Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Eurocurrency Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Company, any affected Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by any Borrower with respect to such affected Eurocurrency Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Sellerto be a request for Base Rate Loans, and (y) in the case of clause (ii) above, the Sellers such Borrower shall pay to the Agent for the ratable benefit such Bank, within 15 days of receipt of the Buyers, upon written demand therefornotice referred to below, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing setting forth in reasonable detail the basis for the calculation thereof, submitted to the Sellers affected Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on upon all the parties hereto)) and (z) in the case of the clause (iii) above, such Borrower shall take one of the actions specified in Section 1.11(b) as promptly as possible and, in any event, within the time period required by law. To the extent the notice required by the preceding sentence and relating to costs arising under clause (ii) above is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in clause (ii) above, such Bank shall not be entitled to compensation under this Section 1.11(a) for any amounts incurred or accrued prior to the giving of such notice to the affected Borrower. (b) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the respective Borrower may (and in the case of a Fixed Rate Loan affected pursuant to Section 1.11(a)(iii) shall) either (x) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) thereof on the same date that such Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.11(a)(ii) or (iii) or require the affected Bank to make such Fixed Rate Loan as or convert such Fixed Rate Loan into, a Base Rate Loan or (y) if the affected Fixed Rate Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Bank to convert such Fixed Rate Loan into a Base Rate Loan, PROVIDED that, if more than one Bank is similarly affected at any time, then all similarly affected Banks must be treated the same pursuant to this Section 1.11(b). (c) If the Agent any Bank determines at any time that any change after the Effective Date in any applicable law or governmental rule, regulation, order guideline, order, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitment hereunder or its obligations hereunder, then the Sellers shall Borrowers jointly and severally agree to pay to the Agentsuch Bank, for the ratable benefit within 15 days of the Buyers, upon its written demand thereforreceipt of the notice referred to below, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to the Buyers such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided PROVIDED that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.11(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.11(c), will give prompt written notice thereof to the SellersBorrowers, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), not release or diminish any of the Seller’s Borrowers' obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b1.11(c). (c) In . To the extent the notice required by the immediately preceding sentence is given by any Bank more than 90 days after the occurrence of the event that giving rise to the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all additional costs of the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves type described in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”this Section 1.11(c), then the Agent such Bank shall promptly give notice (by telephone confirmed in writingnot be entitled to compensation under this Section 1.11(c) for any amounts incurred or accrued prior to the Sellers giving of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurBorrowers.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which its such Bank is organized or in which such Bank's principal office or applicable lending office is locatedlocated or any subdivision thereof or therein), but, in any event, without duplication of any amounts payable to such Bank under Section 4.04 (although no such Bank shall be entitled to any amounts under this Section 1.10(a)(ii) in respect of any Taxes to the extent that such Bank fails to provide the forms or certification required to be provided by it under Section 4.04(b)) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after occurring since the date hereofof this Agreement affecting such Bank, affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon within 30 days after such Bank's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole reasonable discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, PROVIDED that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If any Bank determines that after the date of this Agreement the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers Borrower shall pay to the Agentsuch Bank, for the ratable benefit of the Buyers, upon within 30 days after its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided PROVIDED that the Agent’s such Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts. (d) Notwithstanding anything to the contrary contained in this Section 1.10, although unless a Bank gives notice to the failure Borrower that the Borrower is obligated to give pay any amount under this Section 1.10 within 180 days after the later of (x) the date such notice shall not, subject to Section 13.18(d), release Bank incurs the respective increased costs or diminish any reduction in return the rate of return or (y) the date such Bank has actual knowledge of its incurrence of the Seller’s obligations respective increased costs or reduction in the rate of return, then such Bank shall only be entitled to be compensated for such amount by the Borrower pursuant to this Section 1.10 to the extent the respective increased costs or reduction in the rate of return are incurred or suffered on or after the date which occurs 180 days prior to such Bank giving notice to the Borrower that the Borrower is obligated to pay or cause the payment of additional respective amounts pursuant to this Section 13.18(b)1.10. (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 the Agent or the applicable Buyer such Bank imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 13.18(cincluded in the computation of the Quoted Rate) and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (if by telephone telephone, promptly confirmed in writing) to the SellersBorrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon 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 the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any applicable law Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or governmental rule(iii), regulationthe Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, order by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Bank or request the Administrative Agent pursuant to Section 1.10(a)(ii) or (whether iii), cancel the respective Borrowing or not having conversion, or (ii) if the force of lawaffected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan; provided that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) adopted If any Bank shall have determined that after the date hereof concerning 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, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank or any corporation controlling such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, will has or would have the effect of increasing reducing the amount rate of return on such Bank's or such other corporation's capital required or expected assets as a consequence of such Bank's Commitment or Commitments hereunder or its obligations hereunder to be maintained a level below that which such Bank or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or such other corporation's policies with respect to capital adequacy), then from time to time, upon written demand by such Bank (with a copy to the Administrative Agent), accompanied by the Buyers based on notice referred to in the existence last sentence of this clause (c), the Buyers’ obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyers, upon its written demand therefor, such Bank such additional amount or amounts as shall be required to will compensate the Buyers such Bank or such other corporation for the increased cost to the Buyers as a result of such increase of capitalreduction. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use reasonable averaging and attribution methods methods. Each Bank, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the Borrower (a copy of which are shall be sent by such Bank to the Administrative Agent), 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 1.10(c) upon the subsequent receipt of such notice. A Bank's reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, provided that the Agent’s good faith determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (d) The Borrower shall not be under any obligation to compensate any Bank under Section 1.10(a)(ii) or (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required with respect to maintain reserves in increased costs or reductions with respect of any liabilities during to any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) prior to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay date that is 90 days prior to the Agent, for the benefit date on which such Bank knew of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurincreased costs or reductions.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined in good faith (which determination shall, absent 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 Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur material increased costs or material reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to such Bank of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer such Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers Borrower shall pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Agent determines telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan; provided that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If at any time after the Effective Date any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's commitments or obligations hereunder, then the Sellers Borrower shall pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, reasonable; provided that the Agent’s such Bank's reasonable good faith determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any --------------------------------- Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, Effective Date affecting the Agent or any Buyer or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to Section 1.14, pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon such Bank's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent such Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If the Agent determines at At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) the Borrower shall) either (x) if the affected Eurodollar 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 the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(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 Agent, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank -------- is so affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If any Bank determines that after the Effective Date the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any governmental authority, central bank or comparable agency, in each case to the extent that any such introduction or change occurs, is adopted or is effective after the Effective Date and will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Revolving Loan Commitment hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to Section 1.14, pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such -------- Bank's determination of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur.

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shall, absent 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 Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or interest on the applicable Buyer in respect of 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 pursuant to the Agent or the applicable Buyer imposed by laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is locatedlocated 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, of this Agreement affecting the Agent or any Buyer or the New York interbank Eurodollar market or the position of the Agent or any Buyer in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone promptly confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon within 5 Business Days after such Bank's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determinedetermine (but without duplication of any amounts that may be payable to such Bank under Section 1.10(c)) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing in reasonable detail the basis for the calculation thereof, submitted to the Sellers Borrower by the Agent shall, absent manifest error, be final and conclusive and binding on all the parties hereto). (b) If the Agent determines at any time that any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers based on the existence of the Buyers’ obligations hereunder, then the Sellers shall pay to the Agent, for the ratable benefit of the Buyers, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers for the increased cost to the Buyers as a result of such increase of capital. In determining such additional amounts, the Agent will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacy, provided that the Agent’s determination of compensation owing under this Section 13.18(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Agent, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b), will give prompt written notice thereof to the Sellers, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination Bank shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(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 reason of Regulation D the Buyers are required to maintain reserves circumstances described in respect of any liabilities during any period that it has a TransactionSection 1.10(a)(ii) or (iii), the Pricing Rate applicable Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to which is based upon a conversion, by giving the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Administrative Agent shall promptly give telephonic notice (by telephone confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Administrative Agent, for require the benefit of the Buyersaffected Bank to convert such Eurodollar Loan into a Base Rate Loan, such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Transaction orprovided that, if later demanded by more than one Bank is affected at any time, then all affected Banks must be treated the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent same pursuant to this Section 1.10(b). (c) If at any time after the first sentence date of this Section 13.18(cAgreement any Bank determines that the introduction of or any change (which introduction or change shall have occurred after the date of this Agreement) until such timein any applicable law or governmental rule, if anyregulation, as a subsequent Eurocurrency Reserve Period shall occur.order, guideline, directive or request (whether or not having the force of law) concerning capital

Increased Costs, Illegality, etc. (a) In the event that the Agent any Bank shall have determined (which determination shallwith respect to clause (i) below, absent manifest error, may be final and conclusive and binding upon all parties heretomade only by the Administrative Agent): (i) on any date Interest Determination Date that, by reason of any changes arising after the date of this Agreement Restatement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable Pricing Rate interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that the Agent or the Buyers such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Transaction Eurodollar Loan because of (x) any change since the date of this Agreement Restatement Effective Date in any applicable law or governmental rule, regulation, order order, guideline or 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 order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to any Bank of the Agent principal of or the applicable Buyer in respect of interest on such Eurodollar Loan 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 any franchise tax based on the Agent net income or profits of such Bank, in either case pursuant to the laws of the United States of America or the applicable Buyer imposed by the jurisdiction in which it is organized or in which its principal office or applicable lending office is located) located or any subdivision thereof or therein), but without duplication 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 covered by Section 13.18(c) included in the computation of the Eurodollar Rate and/or (y) other circumstances arising after since the date hereof, Restatement Effective Date affecting the Agent or any Buyer such Bank or the interbank Eurodollar market or the position of the Agent or any Buyer such Bank in such market; or (iii) at any time time, that the entering into making or continuance of any Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by Buyer any Bank in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement Restatement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Bank (or the Agent Administrative Agent, in the case of clause (i) above) shall promptly give notice thereof (by telephone confirmed in writing) to the SellersBorrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the case of clause (i) above, Transactions, the Pricing Rate applicable to which is based upon the Eurodollar Rate, Loans shall no longer be available until such time as the Administrative Agent notifies the Sellers Borrower and the Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Transaction Request Notice of Borrowing or Election Notice that is pending of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the SellerBorrower, and (y) in the case of clause (ii) above, the Sellers shall Borrower shall, subject to the provisions of Section 12.15 (to the extent applicable) pay to the Agent for the ratable benefit of the Buyerssuch Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Agent such Bank in its sole discretion shall determine) as shall be required to compensate the Agent and the Buyers such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Agent and the Buyerssuch Bank, showing the basis for the calculation thereofthereof and certifying that it is generally charging such costs to other similarly situated borrowers under similar credit facilities, submitted to the Sellers Borrower by the Agent such Bank in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto)) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Bank 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 Bank, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Bank, the obligations of such Bank 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 1.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Bank or the Administrative Agent pursuant to Section 1.10(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 Agent given immediately, or if permitted by applicable law given at such later date permitted thereby, require the affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If the Agent determines at any time after the Restatement Effective Date any Bank determines that the introduction of or any change in any applicable law or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) adopted after the date hereof concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by the Buyers such Bank or any corporation controlling such Bank based on the existence of the Buyers’ such Bank's Commitments hereunder or its obligations hereunder, then the Sellers shall Borrower shall, subject to the provisions of Section 12.15 (to the extent applicable), pay to the Agent, for the ratable benefit of the Buyerssuch Bank, upon its written demand therefor, such additional amounts as shall be required to compensate the Buyers such Bank or such other corporation for the increased cost to such Bank or such other corporation or the Buyers reduction in the rate of return to such Bank or such other corporation as a result of such increase of capital. In determining such additional amounts, the Agent each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and consistent with its policies and the policies of its holding company with respect to capital adequacyreasonable, provided that the Agent’s such Bank's reasonable good faith determination (made in a manner generally consistent with such Bank's standard practices) of compensation owing under this Section 13.18(b1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The AgentEach Bank, upon determining that any additional amounts will be payable pursuant to this Section 13.18(b1.10(c), will give prompt written notice thereof to the SellersBorrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 13.18(d), release or diminish any of the Seller’s obligations to pay or cause the payment of additional amounts pursuant to this Section 13.18(b). (c) In the event that the Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that by reason of Regulation D the Buyers are required to maintain reserves in respect of any liabilities during any period that it has a Transaction, the Pricing Rate applicable to which is based upon the Eurodollar Rate, outstanding (each such period, a “Eurocurrency Reserve Period”), then the Agent shall promptly give notice (by telephone confirmed in writing) to the Sellers of such determination specifying the additional amounts required to indemnify the Buyers against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts), and the Sellers shall directly pay to the Agent, for the benefit of the Buyers, such specified amounts as additional interest at the time certify that it is otherwise required generally charging such costs to pay interest in respect of such Transaction or, if later demanded by the Agent, promptly on demand. The Agent agrees that if it gives notice to the Sellers of the existence of a Eurocurrency Reserve Period, it shall promptly notify the Sellers of any termination thereof, at which time the Sellers shall cease to be obligated to pay additional Price Differential to the Agent pursuant to the first sentence of this Section 13.18(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occurother similarly situated borrowers under similar credit facilities.