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

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Bank shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) that, by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Eurodollar Loans (other than Excluded Taxes and Indemnified Taxesany increased cost or reduction in the amount received or receivable resulting from a change in the rate of taxes or similar charges) because of (Ax) any change since the date hereof Effective Date in any applicable Law law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new applicable Law)law or governmental rule, regulation, guide- line or order) (such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (By) other circumstances affecting such Bank or the interbank LIBOR market or the position of such Lender in such Eurodollar market; or (iii) at any time, that the making or continuance of any LIBOR Eurodollar Loan has become unlawful by compliance by such Lender Bank in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender Bank (or the Administrative Agent, Agent in the case of clause (i) above) shall promptly (x) on such date and (y) within ten Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the respective Borrower or Borrowers and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other LendersBanks). Thereafter (Ax) in the case of clause (i) above, LIBOR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the a Borrower with respect to LIBOR Eurodollar Loans that which have not yet been incurred shall be deemed rescinded by the such Borrower, (By) in the case of clause (ii) above, the respective Borrower or Borrowers shall pay to such LenderBank, within 5 days after receipt of 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 such Lender Bank in its reasonable sole discretion shall determine) as shall be required to compensate such Lender Bank for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderBank, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or Borrowers by such Lender Bank shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the a Borrower shall take one of the actions specified in Section 2.14(b1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (i) Section 2.14(a)(iiiii), the respective Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) each Borrower shall) either (Ai) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the respective Borrower was notified by a Lender Bank pursuant to Section 2.14(a)(ii1.10(a)(ii) or (Biii), or (ii) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) Business Days’ ' notice to the Administrative Agent, require the affected Lender Bank to convert each such LIBOR Eurodollar Loan into an a Base Rate Loan; provided, provided that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender Bank is affected at any time, then a Borrower must treat all affected Lenders must be treated in Banks the same manner pursuant to this Section 2.14(b1.10(b). (c) If, If any Bank shall have determined that after the later of the date hereof, and that date such entity becomes a Lender hereunderEffective Date, the adoption or effectiveness of any applicable Law law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.or

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBORLIBO Rate”; or; (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) LIBO Rate Loan because of (A) any change since the date hereof Change in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that if the making or continuance of any LIBOR LIBO Rate Loan has become been made (x) unlawful by any Change in Law, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Closing Date which materially and adversely affects the interbank LIBOR eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, telephone promptly confirmed in writing) to Lead Borrower and, except in the Borrower and 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 (Ax) in the case of clause (i) above, LIBOR LIBO Rate Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Lead Borrower with respect to LIBOR LIBO Rate Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the BorrowerBorrowers, (By) in the case of clause (ii) above, the Borrower shall each Borrower, jointly and severally, agrees to pay to such Lender, within 5 days after receipt of 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 such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Lead Borrower by such Lender and shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and ), (Cz) in the case of clause (iii) above, the Borrower Borrowers shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR LIBO Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii3.01(a)(ii), Lead Borrower may, and in the case of a LIBO Rate Loan affected by the circumstances described in Section 3.01(a)(iii), Lead Borrower may shall, either (Ax) if the affected LIBOR LIBO Rate Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Lead Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii) or (y) if the affected LIBOR LIBO Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR LIBO Rate Loan into an a Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender determines that after the later of the date hereofClosing Date any Change in Law, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional documented amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s compliance withdetermination of compensation owing under this Section 3.01(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Lead Borrower, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure Notwithstanding the above, a Lender will not be entitled to give demand compensation for any such notice, with respect to a particular event, within the time frame specified increased cost or reduction set forth in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after 3.01 at any time if it is not the date general practice and policy of such notice with respect Lender to demand such eventcompensation from similarly situated borrowers in similar circumstances at such time. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause If, due to either (i) below, the Administrative Agent introduction of or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market law or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) regulation or (ii) Section 2.14(a)(iii)the compliance with any guideline or request hereafter adopted, (A) if the affected LIBOR Loan is then being promulgated or made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy other governmental authority (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), there shall be any increase in the cost to any Financing Party of agreeing to make or making, funding or maintaining Advances, then within 5 days after written the Lessee shall from time to time, upon demand by such Lender Financing Party (with a copy of such demand to the Administrative AgentAgent but subject to the terms of Section 2.11 of the Credit Agreement and 3.9 of the Trust Agreement, as the case may be), pay to the Agent for the account of such Financing Party additional amounts sufficient to compensate such Financing Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Lessee and the Agent by such Financing Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Financing Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law, but in each case promulgated or made after the date hereof) affects or would affect the amount of capital required or expected to be maintained by such Financing Party or any corporation controlling such Financing Party and that the amount of such capital is increased by or based upon the existence of such Financing Party's commitment to make Advances and other commitments of this type or upon the Advances, then, upon demand by such Financing Party (with a copy of such demand to the Agent but subject to the terms of Section 2.11 of the Credit Agreement and 3.9 of the Trust Agreement), the Borrower Lessee shall pay to the Agent for the account of such Lender Financing Party, from time to time as specified by such Financing Party, additional amounts sufficient to compensate such Financing Party or such corporation in the light of such circumstances, to the extent that such Financing Party reasonably determines such increase in capital to be allocable to the existence of such Financing Party's commitment to make such Advances. A certificate as to such amounts submitted to the Lessee and the Agent by such Financing Party shall be conclusive and binding for all purposes, absent manifest error. (c) Without limiting the effect of the foregoing, the Lessee shall pay to each Financing Party on the last day of the Interest Period therefor so long as such Financing Party is maintaining reserves against "Eurocurrency liabilities" under Regulation D an additional amount (determined by such Financing Party and notified to the Lessee through the Agent) equal to the product of the following for each Eurodollar Loan or amounts Eurodollar Holder Advance, as will the case may be, for each day during such Interest Period: (i) the principal amount of such Eurodollar Loan or Eurodollar Holder Advance, as the case may be, outstanding on such day; and (ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Loan or Eurodollar Holder Advance, as the case may be, for such Interest Period as provided in the Credit Agreement or the Trust Agreement, as the case may be (less the Applicable Percentage), and the denominator of which is one (1) minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Financing Party on such day minus (y) such numerator; and (iii) 1/360. (d) Without affecting its rights under Sections 11.3(a), 11.3(b) or 11.3(c) or any other provision of any Operative Agreement, each Financing Party agrees that if there is any increase in any cost to or reduction in any amount receivable by such Financing Party with respect to which the Lessee would be obligated to compensate such Lender Financing Party pursuant to Sections 11.3(a) or its parent 11.3(b), such Financing Party shall use reasonable efforts to select an alternative office for Advances which would not result in any such reduction, it being understood and agreedincrease in any cost to or reduction in any amount receivable by such Financing Party; provided, however, that a Lender no Financing Party shall not be entitled obligated to select an alternative office for Advances if such compensation Financing Party determines that (i) as a result of such Lender’s compliance withselection such Financing Party would be in violation of any applicable law, regulation, treaty, or pursuant to any request guideline, or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any would incur additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release costs or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued expenses or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines such selection would be inadvisable for regulatory reasons or directives promulgated by materially inconsistent with the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless interests of the date enacted, adopted or issuedsuch Financing Party. (e) This Section 2.14 With reference to the obligations of the Lessee set forth in Sections 11.3(a) through 11.3(d), the Lessee shall not apply have any obligation to Indemnified Taxes pay to any Financing Party amounts owing under such Sections for any period which is more than one (1) year prior to the date upon which the request for payment therefor is delivered to the Lessee. (f) Notwithstanding any other provision of this Agreement, if any Financing Party shall notify the Agent that the introduction of or Excluded Taxesany change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Financing Party to perform its obligations hereunder to make or maintain Eurodollar Loans or Eurodollar Holder Advances, as the case may be, then (i) each Eurodollar Loan or Eurodollar Holder Advance, as the case may be, will automatically, at the earlier of the end of the Interest Period for such Eurodollar Loan or Eurodollar Holder Advance, as the case may be, or the date required by law, convert into an ABR Loan or an ABR Holder Advance, as the case may be, and (iii) the obligation of the Financing Parties to make, convert or continue Eurodollar Loans or Eurodollar Holder Advances, as the case may be, shall be suspended until the Agent shall notify the Lessee that such Financing Party has determined that the circumstances causing such suspension no longer exist.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (Ax) deposits in the principal amounts of the Loans comprising any LIBOR Loan Eurodollar Borrowing are not generally available in the relevant market or (By) by reason of any changes arising on or after the Effective Closing Date affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Eurodollar Term Loans (other than Excluded Taxes and Indemnified Taxes) because of (Ax) any change since the date hereof Closing Date in any applicable Applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (By) other circumstances affecting the interbank LIBOR Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Eurodollar Term Loan has become unlawful by compliance by such Lender in good faith with any applicable Applicable Law (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR Eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Eurodollar Term Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.Administrative

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause If, due to either (i) below, the Administrative Agent introduction of or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market law or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) regulation or (ii) Section 2.14(a)(iii)the compliance with any guideline or request hereafter adopted, (A) if the affected LIBOR Loan is then being promulgated or made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy other governmental authority (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), there shall be any increase in the cost to any Financing Party of agreeing to make or making, funding or maintaining Advances, then within 5 days after written the Lessee shall from time to time, upon demand by such Lender Financing Party (with a copy of such demand to the Administrative AgentAgent but subject to the terms of Section 2.11 of the Credit Agreement and 3.9 of the Trust Agreement, as the case may be), pay to the Agent for the account of such Financing Party additional amounts sufficient to compensate such Financing Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Lessee and the Agent by such Financing Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Financing Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law, but in each case promulgated or made after the date hereof) affects or would affect the amount of capital required or expected to be maintained by such Financing Party or any corporation controlling such Financing Party and that the amount of such capital is increased by or based upon the existence of such Financing Party’s commitment to make Advances and other commitments of this type or upon the Advances, then, upon demand by such Financing Party (with a copy of such demand to the Agent but subject to the terms of Section 2.11 of the Credit Agreement and Section 3.9 of the Trust Agreement), the Borrower Lessee shall pay to the Agent for the account of such Lender Financing Party, from time to time as specified by such Financing Party, additional amounts sufficient to compensate such Financing Party or such corporation in the light of such circumstances, to the extent that such Financing Party reasonably determines such increase in capital to be allocable to the existence of such Financing Party’s commitment to make such Advances and the Financing Parties are not able to avoid or materially diminish or mitigate the need for such capital increases through the use of commercially reasonable efforts. A certificate as to such amounts submitted to the Lessee and the Agent by such Financing Party shall be conclusive and binding for all purposes, absent manifest error. (c) Without limiting the effect of the foregoing, the Lessee shall pay to each Financing Party on the last day of the Interest Period therefor so long as such Financing Party is maintaining reserves against “Eurocurrency liabilities” under Regulation D an additional amount (determined by such Financing Party and notified to the Lessee through the Agent) equal to the product of the following for each Eurodollar Loan or amounts Eurodollar Holder Advance, as will the case may be, for each day during such Interest Period: (i) the principal amount of such Eurodollar Loan or Eurodollar Holder Advance, as the case may be, outstanding on such day; and (ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Loan or Eurodollar Holder Advance, as the case may be, for such Interest Period as provided in the Credit Agreement or the Trust Agreement, as the case may be (less the Applicable Percentage), and the denominator of which is one (1) minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Financing Party on such day minus (y) such numerator; and (iii) 1/360. (d) Without affecting its rights under Sections 11.3(a), 11.3(b) or 11.3(c) or any other provision of any Operative Agreement, each Financing Party agrees that if there is any increase in any cost to or reduction in any amount receivable by such Financing Party with respect to which the Lessee would be obligated to compensate such Lender Financing Party pursuant to Sections 11.3(a) or its parent 11.3(b), such Financing Party shall use reasonable efforts to select an alternative office for Advances which would not result in any such reduction, it being understood and agreedincrease in any cost to or reduction in any amount receivable by such Financing Party; provided, however, that a Lender no Financing Party shall not be entitled obligated to select an alternative office for Advances if such compensation Financing Party determines that (i) as a result of such Lender’s compliance withselection such Financing Party would be in violation of any applicable law, regulation, treaty, or pursuant to any request guideline, or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any would incur additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release costs or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued expenses or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines such selection would be inadvisable for regulatory reasons or directives promulgated by materially inconsistent with the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless interests of the date enacted, adopted or issuedsuch Financing Party. (e) This Section 2.14 With reference to the obligations of the Lessee set forth in Sections 11.3(a) through 11.3(d), the Lessee shall not apply have any obligation to Indemnified Taxes pay to any Financing Party amounts owing under such Sections for any period which is more than one hundred twenty (120) days prior to the date upon which the request for payment therefor is delivered to the Lessee. (f) Notwithstanding any other provision of this Agreement, if any Financing Party shall notify the Agent that the introduction of or Excluded Taxesany change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Financing Party to perform its obligations hereunder to make or maintain Eurodollar Loans or Eurodollar Holder Advances, as the case may be, then (i) each Eurodollar Loan or Eurodollar Holder Advance, as the case may be, will automatically, at the earlier of the end of the Interest Period for such Eurodollar Loan or Eurodollar Holder Advance, as the case may be, or the date required by law, convert into an ABR Loan or an ABR Holder Advance, as the case may be, and (iii) the obligation of the Financing Parties to make, convert or continue Eurodollar Loans or Eurodollar Holder Advances, as the case may be, shall be suspended until the Agent shall notify the Lessee that such Financing Party has determined that the circumstances causing such suspension no longer exist.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that that, due to a Change in Law, which shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits in with or for the principal amounts of the Loans comprising account of, or credit extended by, any LIBOR Loan are not generally available in the relevant market or Lender; (B) subject any Lender to any tax (other than (1) taxes indemnified under Section 5.4, (2) taxes described in clause (A), (B) or (C) of Section 5.4(a) or (3) taxes described in clause (f) of Section 5.4) on its loans, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Rate Loans made by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketsuch Lender, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for which results in the definition cost to such Lender of “LIBOR”making, converting into, continuing or maintaining Term SOFR Rate Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or (ii) at any time, time after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Term SOFR Rate Loan has become unlawful by compliance by such Lender in good faith with any applicable Law Applicable Law, (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Effective Date that materially and adversely affects the applicable interbank LIBOR market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days promptly (but no later than 10 Business Days) after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (Cy) in the case of clause (iiiii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR Term SOFR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii2.10(a), the Borrower may (and in the case of a Term SOFR Rate Loan affected pursuant to Section 2.10(a)(ii) shall) either (Ax) if the affected LIBOR Term SOFR Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a) or (By) if the affected LIBOR Term SOFR Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Term SOFR Rate Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loanapplicable; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b).. 101 (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of If any applicable Change in Law regarding capital adequacy, 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or its Letter of Credit Issuer’s or their respective parent’s capital or assets as a consequence of such Lender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacyadequacy and liquidity), then within 5 days from time to time, promptly (but no later than 10 Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such LenderXxxxxx’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofEffective Date except as a result of a Change in Law. Each Lender (on its own behalf)or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein If prior to the contrarycommencement of any Interest Period for a Term SOFR Rate Loan: i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or ii) the Administrative Agent is advised by the Required Lenders that the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Conversion or Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a Term SOFR Rate Loan shall be ineffective and (B) if any Notice of Borrowing requests Revolving Credit Loans as Term SOFR Rate Loans, such Borrowing shall be made as ABR Loans; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. 102 (e) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.10(d)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.10(d)(i) have not arisen but the supervisor for the administrator of the Term SOFR Reference Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Term SOFR Reference Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Adjusted Term SOFR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (e) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(e), only to the extent the Term SOFR Reference Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion or Continuation that requests the conversion of any Loans to, or continuation of any Loans as, Term SOFR Rate Loans shall be ineffective, and (y) if any Notice of Borrowing requests Revolving Credit Loans as Term SOFR Rate Loans, such Borrowing shall be made as ABR Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. (f) This Section 2.10 shall not apply to taxes to the extent duplicative of Section 5.4. (g) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (h) Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 2.10 based on the occurrence of a Change in Law arising solely from the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all or any requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requeststherewith, rules, guidelines unless such Lender or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or Letter of Credit Issuer is generally seeking compensation from other borrowers in the U.S. or foreign regulatory authoritiesleveraged loan market with respect to its similarly affected commitments, in each case pursuant loans and/or participations under agreements with such borrowers having provisions similar to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedthis Section 2.10. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in -------------------------------- the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Eurodollar Loans (including, without limitation, any such increased costs or reductions in amounts received or receivable as a result of (A) such Lender becoming subject to any tax, duty or other than Excluded Taxes charge with respect to its share of a Eurodollar Loan or (B) changes in the basis of taxation of payments to such Lender of principal and/or interest on its share of a Eurodollar Loan and/or other fees and Indemnified Taxesamounts payable hereunder with respect thereto) because of (Ax) any change since the date hereof of this Agreement in any applicable Law law, rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new applicable Law)law or rule, regulation, guideline or order) (such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (By) other circumstances affecting such Lender, the interbank LIBOR Eurodollar market or the position of such Lender in such marketmarket since the date of this Agreement (or, if such Lender becomes a Lender after the date hereof, since the date such Lender becomes a Lender hereunder); or (iii) at any time, that the making or continuance of any LIBOR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any applicable Law law, rule, regulation, guideline (or would conflict with any such applicable Law rule, regulation, guideline or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that of this Agreement which materially and adversely affects the interbank LIBOR Eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, Agent in the case of clause (i) above) shall promptly shall, (A) on such date and (B) within ten Business Days of the date on which such event no longer exists, give notice (if by telephone, telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Eurodollar Loans that which have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of 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 such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b1.10(b) as --------------- promptly as possible and, in any event, within the time period required by law. The Borrower shall not be liable to any Lender for any amounts pursuant to clause (ii) above incurred or accruing more than ninety (90) days prior to the submission of any written notice by such Lender. (b) At any time that any LIBOR Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and ---------------------------- in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii), the -------------------- Borrower shall) either (Ai) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii1.10(a)(ii) or (Biii), or ---------------------------- (ii) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) Business Days’ ' notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Eurodollar Loan into an a Base Rate Loan; , provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one -------- Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b1.10(b).. --------------- (c) If, If any Lender shall have determined that after the later date of the date hereof, and that date such entity becomes a Lender hereunderthis Agreement, the adoption or effectiveness of any applicable Law law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authorityauthority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a such Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s 's capital or assets as a consequence of such Lender’s its commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s 's policies with respect to capital adequacy), then from time to time, within 5 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c1.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give --------------- prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, notice shall not release or diminish any of the Borrower’s 's obligations to pay additional amounts pursuant to this Section 2.14(c1.10(c) for amounts accrued or incurred after upon the date --------------- subsequent receipt of such notice with respect notice, and shall, absent manifest error, be final and conclusive and binding on all parties hereto. The Borrower shall not be liable to such event. any Lender for any amounts pursuant to this Section incurred or accruing more than ninety (d90) Notwithstanding anything herein days prior to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated submission of any written notice by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedsuch Lender. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (A) below, may be made only by the Administrative Agent): (iA) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes in any Requirement of Law arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR Term SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Term SOFR; or (iiB) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) SOFR Loan because of (Ax) any change since the date hereof of this Agreement in any applicable Law law or governmental rule, regulation, 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 applicable Law)law or governmental rule, regulation, order, guideline or request, such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, and/or (By) other circumstances arising since the date of this Agreement affecting such Lender, the interbank LIBOR Term SOFR market or the position of such Lender in such marketmarket (including that Adjusted Term SOFR with respect to such SOFR Loan does not adequately and fairly reflect the cost to such Lender of funding such SOFR Loan); or (iiiC) at any time, that the making or continuance of any LIBOR SOFR Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that of this Agreement which materially and adversely affects the interbank LIBOR Term SOFR market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (iA) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and and, except in the case of clause (A) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (iA) above, LIBOR SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Borrower with respect to LIBOR SOFR Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (By) in the case of clause (iiB) above, the Borrower shall agrees to pay to such Lender, within 5 days after receipt of upon such Xxxxxx’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 such Lender in its reasonable discretion shall determinedetermine after consultation with the Borrower) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail (provided that such Lender shall not be required to disclose any price sensitive information, any confidential information or any information to the extent prohibited by law or regulation) the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto); provided that the Borrower shall not be liable for such compensation under this clause (y) if (i) the relevant circumstances are not generally affecting the banking market or (ii) the applicable request has not been made by Lenders constituting Required Lenders; and (Cz) in the case of clause (iiiC) above, the Borrower shall take one of the actions specified in Section 2.14(b2.11(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR SOFR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii2.11(a)(B), the Borrower may may, and in the case of a SOFR Loan affected by the circumstances described in Section 2.11(a)(C), the Borrower shall, either (Ax) if the affected LIBOR SOFR Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii2.11(a)(B) or (BC) or (y) if the affected LIBOR SOFR Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR SOFR Loan into an a Base Rate Loan; provided, that if more than one Lender is so affected at any timeprovided that, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.11(b). (c) If, If any Lender determines that after the later date of this Agreement the date hereof, and that date such entity becomes a Lender hereunder, the adoption introduction of any applicable Law regarding capital adequacy, or any change therein, or any change in the interpretation any applicable law or administration thereof by any Governmental Authoritygovernmental rule, central bank regulation, order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of concerning liquidity or capital adequacy, or any such authority, associationchange in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Xxxxxx’s Loans or Commitments hereunder or its obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such Lenderincrease of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Xxxxxx’s compliance withdetermination of compensation owing under this Section 2.11(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts amounts, will be payable pursuant to this Section 2.14(c2.11(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The , although the failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.11(c) for amounts accrued or incurred after upon the date subsequent receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein in this Agreement to the contrary, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or guidelines, requirements and directives thereunder or thereunder, issued in connection therewith or in implementation thereof and (iiy) all requests, requests rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change after the date of this Agreement in applicable Lawa requirement of law or government rule, regulation or order, regardless of the date enacted, adopted adopted, issued or issuedimplemented (including for purposes of this Section 2.11). (e) This For the avoidance of doubt, this Section 2.14 2.11 shall not apply to Indemnified any Excluded Taxes or Excluded to any Indemnified Taxes, which are otherwise provided for in Section 4.04.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBORLIBO Rate”; or; (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder (including Taxes (other than Indemnified Taxes or Excluded Taxes)) with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) LIBO Rate Loan because of (A) any change since the date hereof Change in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that if the making or continuance of any LIBOR LIBO Rate Loan has become been made (x) unlawful by any Change in Law, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Closing Date which materially and adversely affects the interbank LIBOR eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, telephone promptly confirmed in writing) to Lead Borrower and, except in the Borrower and 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 (Ax) in the case of clause (i) above, LIBOR LIBO Rate Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Lead Borrower with respect to LIBOR LIBO Rate Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the BorrowerBorrowers, (By) in the case of clause (ii) above, the Borrower shall each Borrower, jointly and severally, agrees to pay to such Lender, within 5 days after receipt of 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 such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Lead Borrower by such Lender and shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and ), (Cz) in the case of clause (iii) above, the Borrower Borrowers shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR LIBO Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii3.01(a)(ii), Lead Borrower may, and in the case of a LIBO Rate Loan affected by the circumstances described in Section 3.01(a)(iii), Lead Borrower may shall, either (Ax) if the affected LIBOR LIBO Rate Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Lead Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii) or (y) if the affected LIBOR LIBO Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR LIBO Rate Loan into an a Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender determines that after the later of the date hereofClosing Date any Change in Law, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional documented amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s compliance withdetermination of compensation owing under this Section 3.01(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Lead Borrower, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure Notwithstanding the above, a Lender will not be entitled to give demand compensation for any such notice, with respect to a particular event, within the time frame specified increased cost or reduction set forth in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after 3.01 at any time unless it certifies that it is the date general practice and policy of such notice with respect Lender to demand such eventcompensation from similarly situated borrowers in similar circumstances at such time. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (ai) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Required Lenders shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to (I) Indemnified Taxes, (II) clauses (ii) through (iv) of the definition of Excluded Taxes and Indemnified (III) Connection Income Taxes) because of (A) any change since the date hereof Change in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iiiii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender Lenders in good faith with any applicable Law law, governmental rule, regulation, guideline or order (or would conflict with any such applicable Law governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful); (such Loans, or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market“Impacted Loans”), then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) Required Lenders shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower Borrower, and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter Thereafter, (Ax) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such LenderLenders, within 5 days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender the Required Lenders in its their reasonable discretion shall determine) as shall be required to compensate such Lender Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender Lenders shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) ), and (Cy) in the case of clause subclause (iiiii) above, the Borrower shall take one of the actions specified in of Section 2.14(b2.8(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) The Borrower acknowledges that Lender's source of funds to be provided to the Borrower under the terms of this Agreement may originate from one or more lenders to Lender (each, a "Funding Bank"). In the event that the Lender shall have received notice from any Funding Bank which results in: (i) the inability of the Lender to obtain loans from a Funding Bank with Eurodollar Rate pricing; or (ii) the Lender incurring increased costs for making Eurodollar Loans hereunder with funds obtained from a Funding Bank; or (iii) any loans from a Funding Bank (proceeds of which are used or to be used to fund Eurodollar Rate Loans hereunder) being deemed to be (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such Funding 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, the Lender shall promptly give notice (by telephone confirmed in writing) to the Borrower of such determination. Thereafter (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Eurodollar Loans shall no longer be available until such time as the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances Lender no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Eurodollar Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (By) in the case of clause (ii) above, the Borrower shall agrees to pay to such the Lender, within 5 days after receipt of 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 such the Lender in its reasonable sole discretion shall determinedetermine based on the manner in which the applicable Funding Bank imposes costs on the Lender under clause (ii) above) as shall be required to compensate such the Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice certifying as to the additional amounts owed to such the Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such the Lender in good faith shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.9(b) as promptly as possible and, in any event, within the time period required by law. The 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 if such event ceases to exist. If any such event described in clause (iii) above ceases to exist, the obligations of the 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 LIBOR Eurodollar Loan is affected by the circumstances described in (i) Section 2.14(a)(ii2.9(a)(ii), the Borrower may may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 2.9(a)(iii) the Borrower shall, either (Ax) if the affected LIBOR Eurodollar Loan is then being made initially or pursuant to a Borrowingconversion, cancel said the respective Borrowing by giving the Administrative Agent Lender telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a the Lender pursuant to Section 2.14(a)(ii2.9(a)(ii) or (Biii) or (y) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) Business Days’ ' written notice to the Administrative AgentLender, require the affected Lender to convert each such LIBOR Eurodollar Loan into an a Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) IfAt any time, after that the later introduction of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law regarding capital adequacy, or any change therein, or any change in the interpretation any applicable law or administration thereof by any Governmental Authoritygovernmental rule, central bank regulation, order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of lawlaw and including, without limitation, those announced or published prior to the Effective Date) of concerning capital adequacy, or any such change in interpretation or administration thereof by any governmental authority, association, central bank or comparable 31 37 agency, has will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by any Funding Bank or any corporation controlling such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy)Funding Bank, then within 5 days after the Borrower agrees to pay to the Lender, upon its written demand by such Lender (with a copy to the Administrative Agent)therefor, the Borrower shall pay to such Lender such additional amount or amounts as will shall be required by the Lender to compensate such Lender Funding Bank or its parent such other corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued imposed on Lender in connection therewith and (ii) all requests, rules, guidelines or directives promulgated with funds borrowed by Lender from such Funding Bank which are used by Lender to provide the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedcredit facilities hereunder. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses clause (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Initial Closing Date affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or (ii) at any time, after the later of the Effective Initial Closing Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the Loans , including as a result of any LIBOR Loans Tax (other than any (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes and Indemnified Taxes” or (z) Connection Income Taxes) because of (A) any change since the date hereof in any applicable Applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Applicable Law), such as, for example, without limitation, a change in official reserve requirementsrequirements (but excluding changes in the rate of tax on the overall net income of such Lender), and/or (B) other circumstances affecting the interbank LIBOR Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR the Loans at the Eurodollar Rate shall no longer be available and interest thereafter shall accrue at a rate equal to the Base Rate plus 12.0% per annum (or, after reduction of the Applicable Margin to 12.0% per annum, 11.0% per annum) (provided, that in lieu of the foregoing rate change, Borrower and Administrative Agent may agree upon a different method of calculating interest with the result being that Borrower’s cost are not increased) until such time as the Administrative Agent notifies the Borrower Borrower, the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower at which time interest with respect to LIBOR the Loans that have not yet been incurred shall be deemed rescinded by revert to the Borrowerrate applicable hereunder without regard to this clause (A), and (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 ten (10) days after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, Lender submitted to the Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law). (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, hereof and that the date such entity becomes a Lender hereunder, the adoption of any applicable Applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 ten (10) days after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(b), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The Without limiting Section 2.10(c) below, the failure to give any such notice, notice with respect to a particular event, within the time frame specified in Section 2.24, event shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(b) for amounts accrued or incurred after the date of such notice with respect to such event. (d) . Notwithstanding anything herein to the contrary, (ix) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be case, are deemed to be a change in applicable Law, regardless of have been adopted and to have taken effect after the date enacted, adopted or issuedInitial Closing Date. (ec) This Section 2.14 2.10 shall not apply to Indemnified Taxes to the extent duplicative of Section 4.03(b). In addition, this Section 2.10 shall not apply to any demand made after the 180th day following the requesting Lender’s knowledge that it would be entitled to any such amounts. (i) If any Lender shall give notice to Borrower that such Lender is entitled to receive and is requesting payments under this Section 2.10 or Excluded Taxesrequires the Borrower to pay additional amounts pursuant to Section 4.04 (any such Lender, an “Increased Cost Lender”), then Borrower may, after (solely in the case of an Increased Cost Lender) giving such Increased Cost Lender an opportunity to mitigate pursuant to Section 2.02, if applicable, at its sole expense and effort, permanently replace such Increased Cost Lender with one or more substitute Lenders reasonably acceptable to the Administrative Agent (each, a “Replacement Lender”), and such Increased Cost Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Increased Cost Lender shall specify an effective date for such replacement, which date shall not be sooner than five (5) Business Days and not be later than ten (10) Business Days after the date such notice is given, provided that (i) such Increased Cost Lender shall have received payment of an amount equal to the outstanding Obligations payable to it from the assignee (to the extent of outstanding principal and accrued interests and fees) or the Borrower (in the case of all other amounts) and (ii) such assignment does not conflict with Applicable Law. Notwithstanding anything to the contrary herein, a Lender shall not be required to make any such assignment pursuant to this Section 2.10(d) if, prior to the effective date for such replacement, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment pursuant to this Section 2.10(d) cease to apply. (ii) Prior to the effective date of such replacement, the Increased Cost Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Increased Cost Lender being repaid all Obligations owed to it through the effective date of the replacement. If the Increased Cost Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Increased Cost Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Increased Cost Lender shall be made in accordance with the terms of Section 12.06.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): ): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Eurodollar Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after 44 the Effective Closing Date affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or or (ii) at any time, after the later of the Effective Closing Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Eurodollar Loans (other than Excluded excluding all Taxes and Indemnified except any Other Connection Taxes that are not Connection Income Taxes) because of (A) any change since the date hereof in any applicable Applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Applicable Law), such as, for example, without limitation, a change in official reserve requirementsrequirements (but excluding changes in the rate of tax on the overall net income of such Lender), and/or (B) other circumstances affecting the interbank LIBOR Eurodollar market or the position of such Lender in such market; or or (iii) at any time, that the making or continuance of any LIBOR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any applicable Applicable Law (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR Eurodollar market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Eurodollar Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall shall, pay to such Lender, within 5 five (5) days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by law.. Notwithstanding the other provisions of this Agreement, if the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error), or the Borrower and Required Lenders shall collectively notify the Administrative Agent in writing, that either (i) the circumstances set forth in Section 2.10(a)(i) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated or comparable loans are currently being executed and/or amended to 45 (b) At any time that any LIBOR Eurodollar Loan is affected by the circumstances described in (i) Section 2.14(a)(ii2.10(a)(ii), the Borrower may either (A) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a)(ii) or (B) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Eurodollar Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b) or (ii) Section 2.14(a)(iii2.10(a)(iii), (A) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Eurodollar Loan is then outstanding, each such LIBOR Eurodollar Loan shall automatically be converted into an Base Rate ABR Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b).. 46 (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 five (5) days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.242.13, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 2.10 shall not apply to Indemnified Taxes or Excluded Taxesto the extent duplicative of Section 5.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that that, due to a Change in Law, which shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits in with or for the principal amounts of the Loans comprising account of, or credit extended by, any LIBOR Loan are not generally available in the relevant market or Lender; (B) subject any Lender to any tax (other than (1) taxes indemnified under Section 5.4, (2) taxes described in clause (A), (B) or (C) of Section 5.4(a) or (3) taxes described in clause (f) of Section 5.4) on its loans, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Rate Loans made by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketsuch Lender, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for which results in the definition cost to such Lender of “LIBOR”making, converting into, continuing or maintaining Term SOFR Rate Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or (ii) at any time, time after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Term SOFR Rate Loan has become unlawful by compliance by such Lender in good faith with any applicable Law Applicable Law, (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Effective Date that materially and adversely affects the applicable interbank LIBOR market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days promptly (but no later than 10 Business Days) after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (Cy) in the case of clause (iiiii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR Term SOFR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii2.10(a), the Borrower may (and in the case of a Term SOFR Rate Loan affected pursuant to Section 2.10(a)(ii) shall) either (Ax) if the affected LIBOR Term SOFR Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a) or (By) if the affected LIBOR Term SOFR Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Term SOFR Rate Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loanapplicable; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of If any applicable Change in Law regarding capital adequacy, 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or its Letter of Credit Issuer’s or their respective parent’s capital or assets as a consequence of such Lender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacyadequacy and liquidity), then within 5 days from time to time, promptly (but no later than 10 Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such Lender’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofEffective Date except as a result of a Change in Law. Each Lender (on its own behalf)or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein If prior to the contrary, commencement of any Interest Period for a Term SOFR Rate Loan: (i) the XxxxAdministrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Conversion or Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a Term SOFR Rate Loan shall be ineffective and (B) if any Notice of Borrowing requests Revolving Credit Loans as Term SOFR Rate Loans, such Borrowing shall be made as ABR Loans; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. (e) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.10(d)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.10(d)(i) have not arisen but the supervisor for the administrator of the Term SOFR Reference Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Term SOFR Reference Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Adjusted Term SOFR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (e) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(e), only to the extent the Term SOFR Reference Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion or Continuation that requests the conversion of any Loans to, or continuation of any Loans as, Term SOFR Rate Loans shall be ineffective, and (y) if any Notice of Borrowing requests Revolving Credit Loans as Term SOFR Rate Loans, such Borrowing shall be made as ABR Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. (f) This Section 2.10 shall not apply to taxes to the extent duplicative of Section 5.4. (g) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (h) Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 2.10 based on the occurrence of a Change in Law arising solely from the Dodd-Xxxxx Xxxx Frank Wall Street Reform and Consumer Protection Act and all or any requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requeststherewith, rules, guidelines unless such Lender or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or Letter of Credit Issuer is generally seeking compensation from other borrowers in the U.S. or foreign regulatory authoritiesleveraged loan market with respect to its similarly affected commitments, in each case pursuant loans and/or participations under agreements with such borrowers having provisions similar to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedthis Section 2.10. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent Required Lenders or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (Ax) deposits in the principal amounts of the Loans comprising any LIBOR Loan Eurodollar Borrowing are not generally available in the relevant market or (By) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or (i) (ii) that, due to a Change in Law, which shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; (B) subject any Lender to any tax (other than (1) taxes indemnified under Section 5.4, (2) taxes described in clause (A), (B) or (C) of Section 5.4(a) or (3) taxes described in clause (f) of Section 5.4) on its loans, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender, which results in the cost to such Lender of making, converting into, continuing or maintaining Eurodollar Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, time after the Effective Date that the making or continuance of any LIBOR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any applicable Law Applicable Law, (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Effective Date that materially and adversely affects the interbank LIBOR Eurodollar market, ; then, and in any such event, such Lender (or the Administrative AgentRequired Lenders, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent Required Lenders no longer exist (which notice the Administrative Agent agrees Required Lenders agree to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Eurodollar Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (By) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days promptly (but no later than 10 Business Days) after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written LPL – Conformed A&R Credit Agreement notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (Czy) in the case of clause (iiiiiiii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iiiii) shall) either (Ax) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a)(ii) or (Biii) or (y) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Eurodollar Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loanapplicable; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of If any applicable Change in Law regarding capital adequacy, 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or its Letter of Credit Issuer’s or their respective parent’s capital or assets as a consequence of such Lender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacyadequacy and liquidity), then within 5 days from time to time, promptly (but no later than 10 Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such Lender’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofEffective Date except as a result of a Change in Law. Each Lender (on its own behalf)or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein If prior to the contrary, commencement of any Interest Period for a Eurodollar Loan: (i) the Xxxx-Xxxxx Xxxx Street Reform Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and Consumer Protection Act and all requestsreasonable means do not exist for ascertaining LIBOR, rulesas applicable (including, guidelines without limitation, because the LIBO Screen Rate is not available or directives thereunder or issued in connection therewith and published on a current basis), for such Interest Period; or (ii) all requests, rules, guidelines or directives promulgated the Administrative Agent is advised by the Bank Required Lenders that LIBOR, as applicable, for International Settlements, such Interest Period will not adequately and fairly reflect the Basel Committee on Banking Supervision cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any successor Notice of Conversion or similar authorityContinuation that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (B) or if any Notice of Borrowing requests Revolving Credit Loans as Eurodollar Loans, such Borrowing shall be made as ABR Loans; provided that if the U.S. or foreign regulatory authoritiescircumstances giving rise to such notice affect only one Type of Borrowings, in each case pursuant to Basel III, then all other Types of Borrowings shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedpermitted. (e) This If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.14 2.10(d)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.10(d)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not apply have received, within five Business Days of the date notice of such alternate rate of interest is provided to Indemnified Taxes the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (e) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(e), only to the extent the LIBO Screen Rate for such Interest Period is not available or Excluded Taxespublished at such time on a current basis), (x) any Notice of Conversion or Continuation that requests the conversion of any Loans to, or continuation of any Loans as, Eurodollar Loans shall be ineffective, and (y) if any Notice of Borrowing requests Revolving Credit Loans as Eurodollar Loans, such Borrowing shall be made as ABR Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined in good faith (which good faith determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBOR Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Closing Date affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”LIBOR Rate; or (ii) at any time, after the later of the Effective Closing Date and the date such entity Person became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans Loan, including costs arising from Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Indemnified (z) Connection Income Taxes) because of (A) any change since the date hereof in any applicable Applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful (including as a result of any Change in Law) by compliance by such Lender in good faith with any applicable Applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawfulApplicable Law), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR Eurodollar market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give written notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice determination, and the Administrative Agent shall promptly transmit to notify each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available accrue interest with reference to the LIBOR Rate pursuant to Section 2.05(a) and, in lieu thereof, shall accrue interest under Section 2.05(a) at a rate per annum equal to the Prime Rate plus the Applicable Margin until such time as the Administrative Agent notifies the Borrower Borrower, the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when it becomes aware that such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days seven (7) Business Days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) by Applicable Law as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, hereof and that the date such entity becomes a Lender hereunder, the adoption of any applicable Law Law, rule, guideline, request or directive (including, regardless of the date enacted, adopted or issued, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III), whether or not having the force of law, regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofLaw occurs, or compliance by a Lender (or its lending office) or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, in any such case, which has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days seven (7) Business Days after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or its parent such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed; provided, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofhereof or the later date on which it becomes a Lender, as the case may be. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.06(b), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure or delay to give any such notice, notice with respect to a particular event, within the time frame specified in Section 2.24, event shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.06(b) for amounts accrued or incurred after prior to the date of that such notice with respect to such event is actually given, unless such notice is given more than 180 days (or such longer period based on any retroactive effect as described in Section 2.06(a)) after Lender has knowledge of any such event. (dc) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in subparagraph (a) of this Section 2.06 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in subparagraph (a) of this Section 2.06 have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (in the case of either such clause (i) or (ii), an “Alternative Interest Rate Election Event”), the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and shall enter into an amendment to this Loan Agreement to reflect such alternate rate of interest and such other related changes to this Loan Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.01, such amendment shall become effective without any further action or consent of any other party to this Loan Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate of interest is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, if such alternate rate of interest as determined in this subparagraph (ic) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsis determined to be less than 1.5%, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, such rate shall in each case be deemed to be a change in applicable Law, regardless 1.5% for the purposes of the date enacted, adopted or issuedthis Loan Agreement. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In Without limiting Section 2.09 of this Agreement, in the event that (x) in the case of clause (i) below, the Administrative Agent Required Lenders or (y) in the case of clauses (ii) and (iii) below, any Lender, in each caseLender or other Recipient, shall have reasonably determined on a reasonable basis (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the interest rate applicable to any Eurocurrency Loan for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) that, by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketClosing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”this Agreement for such Eurocurrency Loan; oror #4842-1976-9300 #4848-6974-4858 (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender or other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or other Recipient deems material with respect to any LIBOR Eurocurrency Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and Indemnified (C) Connection Income Taxes) because of (Ax) any change Change in Law since the date hereof in any applicable Law Closing Date (or in the interpretation or administration thereof and including the introduction of any new applicable Law)including, such as, for example, without limitationbut not limited to, a change in official reserve requirementsrequirements for any reserve, and/or special deposit, liquidity or similar requirements (Bincluding any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or other Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (y) other circumstances adversely affecting the London interbank LIBOR market (other than as contemplated in Section 2.09 of this Agreement) or the position of such Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any LIBOR Eurocurrency Loan has become unlawful by compliance by such Lender in good faith with any applicable Change in Law (since the Closing Date, or would conflict with any such applicable Law thereof not having the force of law even though the failure to comply therewith would not be unlawful)but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank LIBOR market, market (other than as contemplated in Section 2.09 of this Agreement); then, and in any each such event, such Lender or other Recipient (or the Administrative Agent, Required Lenders in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within ten (10) Business Days of the date on which such event no longer exists give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other LendersLenders or other Recipients). Thereafter (Ax) in the case of clause (i) above, LIBOR the affected Type of Eurocurrency Loans shall no longer be available until such time as the Required Lenders notify the Borrower, the Administrative Agent notifies (who shall promptly notify the Borrower and the Lenders Lenders) or other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances Required Lender no longer exist), and any Notice of Borrowing or Notice of Continuation or Conversion or Continuation given by the Borrower with respect to LIBOR such Type of Eurocurrency Loans that have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by the BorrowerBorrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (By) in the case of clause (ii) above, the Borrower shall pay to such LenderLender or other Recipient, within 5 days after receipt of 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 such Lender in its reasonable discretion or other Recipient shall determine) as shall be required to compensate such Lender or other Recipient for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLender or other Recipient, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or other Recipient shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Eurocurrency Loan is affected by the circumstances described in Section 3.01(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a Eurocurrency Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall) either (Ai) if the affected LIBOR Eurocurrency Loan is then being made #4842-1976-9300 #4848-6974-4858 pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or other Recipient pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii), cancel said Borrowing, or, in the case of any Borrowing of a Loan denominated in Dollars, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, (ii) if the affected LIBOR Eurocurrency Loan is then outstandingoutstanding and denominated in Dollars, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender or other Recipient to convert Convert each such LIBOR Eurocurrency Loan into an a Base Rate Loan or (iii) if the affected Eurocurrency Loan is then outstanding and is a Loan, bear interest at such rate as the Required Lenders shall determine adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the applicable interest rate set forth in Section 2.09(b); provided, however, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender other Recipient is affected at any time, then all affected Lenders or other Recipients must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender shall have determined that after the later of the date hereofClosing Date, and that date such entity becomes a Lender hereunder, the adoption of any applicable Change in Law regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by a such Lender or its parent corporation with any request or directive made or adopted after such date regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, associationcentral bank, central bank or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parentparent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could corporation would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parentparent corporation’s policies with respect to capital adequacyadequacy and liquidity), then from time to time, within 5 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth forth, in reasonable detail detail, the basis of the calculation of such additional amounts. The , which basis must be reasonable, although the failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c3.01(c) for amounts accrued or incurred after upon the date subsequent receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein in this Agreement to the contrary, (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 for any amounts incurred or accruing more than 180 days prior to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsgiving of notice to the Borrower of additional costs or other amounts of the nature described in such Sections (provided, rulesthat if such additional costs or other amounts arose as a result of a Change in Law that was retroactive, guidelines or directives thereunder or issued in connection therewith then such 180 day period shall be extended to include the period of retroactive effect thereof), and (ii) all requests, rules, guidelines or directives promulgated by the Bank no Lender shall demand compensation for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authorityreduction referred to in Section 3.01(c) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 if it shall not apply at the time be the general policy or practice of such Lender to Indemnified Taxes demand such compensation, payment or Excluded Taxesreimbursement in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, the Required Lenders shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): ): (i) on any date for determining LIBOR Term SOFR for any Interest Period that (Ax) deposits in the principal amounts of the Loans comprising any LIBOR Loan such Borrowing are not generally available in the relevant market or (By) by reason of any changes arising on or after the Effective Closing Date affecting the interbank LIBOR marketmarket for such rate, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Term SOFR; or or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Term SOFR Loans (other than Excluded Taxes and Indemnified Taxes) because of any increase or reduction attributable to (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof Indemnified Taxes and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender Taxes indemnifiable under Section 5.4 (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenderscomparable provisions under Section 14). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law., (b) At any time that any LIBOR Term SOFR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a Term SOFR Loan affected pursuant to Section 2.10(a)(iii) shall) either (Ax) if the affected LIBOR Term SOFR Loan is then being made pursuant to a Borrowing, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a)(ii) or (Biii) or (y) if the affected LIBOR Term SOFR Loan is then then-outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, Agent require the affected Lender to convert each such LIBOR Term SOFR Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). . 82 (c) If, after the later of the date hereofClosing Date, and that date such entity becomes a Lender hereunder, the adoption any Change in Law relating to capital adequacy or liquidity of any applicable Law 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, Lender or compliance by a any Lender or its parent with any request or directive made or adopted after such date regarding Change in Law relating to capital adequacy (whether or not having liquidity occurring after the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliates’ capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or any Affiliate thereof could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then within 5 days from time to time, promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofClosing Date. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined on a reasonable basis (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the interest rate applicable to any Eurodollar Loan for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) that, by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketClosing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”this Agreement for such Eurodollar Loan; or (ii) subject to Section 3.03 and clauses (d) and (e) below, at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, time that such Lender shall incur has incurred increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender deems material with respect to any LIBOR Eurodollar Loans (other than any Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof Change in any applicable Law (or Law, but, in all events, excluding reserves already includable in the interpretation or administration thereof and including the introduction of any new interest rate applicable Lawto such Eurodollar Loan pursuant to this Agreement) (“Increased Costs”), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful)Change in Law, or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank LIBOR market, ; then, and in any each such event, such Lender (or the Administrative Agent, Agent in the case of clause (i) above) shall (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower Company and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR the affected Type of Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing Borrowing, Continuation or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR such Type of Eurodollar Loans that have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (By) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 15 days after receipt of written demand thereforby such Lender, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall reasonably determine) as shall be required to compensate such Lender Lender, for such increased costs or reductions described in clause (ii) above in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable and giving reasonable details of the circumstances giving rise to such claim, submitted to the Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Eurodollar Loan is affected by the circumstances described in Section 3.01(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall) either (Ai) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii), cancel said Borrowing, or convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) one Business Days’ Day’s notice to the Administrative Agent, require the affected Lender to convert Convert each such LIBOR Eurodollar Loan into an a Base Rate Loan; , provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; providedhowever, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) IfSubject to clauses (d) and (e) below and with respect to Eurodollar Loans only, after the later of the date hereof, and if any Lender shall have determined that date such entity becomes a Lender hereunder, the adoption of any applicable Change in Law regarding capital adequacy, has 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parentparent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parentparent corporation’s policies with respect to capital adequacy), then from time to time, within 5 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth forth, in reasonable detail and giving reasonable details of the circumstances giving rise to such claim, the basis of the calculation of such additional amounts. The , which basis must be reasonable, although the failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c3.01(c) for amounts accrued or incurred after upon the date subsequent receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein in this Agreement to the contrary, (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 for any amounts incurred or accruing more than 120 days prior to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines giving of notice to the applicable Borrower of additional costs or directives thereunder or issued other amounts of the nature described in connection therewith such Section and (ii) all requests, rules, guidelines or directives promulgated by the Bank no Lender shall demand compensation for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authorityreduction referred to in Section 3.01(c) or payment if it shall not at the U.S. time be the general policy or foreign regulatory authoritiespractice of such Lender to demand such compensation, payment or reimbursement in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless similar circumstances under comparable provisions of the date enacted, adopted or issuedother credit agreements. (e) This Section 2.14 shall 3.01 does not apply to Indemnified Taxes the extent any Increased Cost is attributable to the breach by the relevant Lender or Excluded Taxesits Affiliates of any law, rule or regulation, or a failure by the relevant Lender or its Affiliates to make any required filing with any regulatory authority.

Increased Costs, Illegality, etc. (a) In the event that Subject to Section 3.05, if (xy) in the case of clause (i) below, the Administrative Agent or (yz) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined on a reasonable basis (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the interest rate applicable to any Eurodollar Loan for any Interest Period Period, the Required Lenders determine that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketClosing Date, adequate and fair means do not exist for ascertaining the applicable interest rate for any requested Interest Period with respect to a proposed Eurodollar Loan on the basis provided for in this Agreement for such Eurodollar Loan or (B) the definition applicable rate of “LIBOR”interest for any Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Eurodollar Loan; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender deems material with respect to any LIBOR Eurodollar Loans (other than Excluded Taxes and Indemnified Taxesany increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of a (Ax) any change since the date hereof a Change in any applicable Law or (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (By) other circumstances arising after the date such Lender becomes party to this Agreement adversely affecting the London interbank LIBOR market or the position of such Lender in any such market; or (iii) at any time, that the making or continuance of any LIBOR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any applicable Change in Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after since the date hereof that materially and adversely affects the interbank LIBOR market, such Lender becomes party to this Agreement; then, and in any each such event, such Lender (or the Administrative Agent, Agent in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR the affected Type of Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing Request or Notice of Conversion or Continuation Interest Election Request given by the Borrower with respect to LIBOR such Type of Eurodollar Loans that have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Borrowing Request, shall, at the option of the Borrower, be deemed converted into a Borrowing Request for ABR Loans to be made on the date of Borrowing contained in such Borrowing Request, (By) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of 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 such Lender in its reasonable discretion shall reasonably determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At Subject to Section 3.05, at any time that any LIBOR Eurodollar Loan is affected by the circumstances described in Section 3.01(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall) either (Ai) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Borrowing Request into one requesting a Borrowing of ABR Loans or require the affected Lender to make its requested Loan as an ABR Loan, or (ii) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) one Business Days’ Day’s notice to the Administrative Agent, require the affected Lender to convert Convert each such LIBOR Eurodollar Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; providedhowever, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender shall have determined that after the later of the date hereof, and that date such entity Lender becomes a Lender hereunderparty to this Agreement, the adoption of any applicable Law 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 by law with the interpretation or administration thereof, or compliance by a such Lender or its parent corporation with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, associationcentral bank, central bank or comparable agency, in each case made subsequent to the date such Lender becomes party to this Agreement, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parentparent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parentparent corporation’s policies with respect to capital adequacy), then from time to time, within 5 15 days after written demand by such Lender together with the notice described in the next sentence (with a copy to the Administrative Agent), the Borrower shall pay to such Lender within 10 days of receipt of the notice referred to in the next sentence such additional amount or amounts as will specified in such notice as being required to compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such . Any affected Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be are payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth forth, in reasonable detail detail, the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such eventwhich basis must be reasonable. (d) Notwithstanding anything herein to the contraryin this Agreement, (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 or Section 3.04 for any amounts incurred or accruing more than 90 days prior to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsgiving of notice to the Borrower of additional costs or other amounts of the nature described in such Sections, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank no Lender shall demand compensation for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authorityreduction referred to in Section 3.01(c) or the U.S. payment or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless reimbursement of the date enacted, adopted or issued. (e) This other amounts under Section 2.14 3.04 if it shall not apply at the time be the general policy or practice of such Lender to Indemnified Taxes demand such compensation, payment or Excluded Taxesreimbursement of borrowers in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (Ax) deposits in the principal amounts of the Loans comprising any LIBOR Loan Borrowing of Eurodollar Loans are not generally available in the relevant market or (By) by reason of any changes arising on or after the Effective Closing Date affecting the London interbank LIBOR eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOREurodollar Rate”; or (ii) at that, due to a Change in Law, which shall (A) impose, modify or deem applicable any timereserve, after special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the later account of, or credit extended by, any Lender (except any reserve requirement taken into account in determining the Statutory Reserves); (B) subject any Lender to any Tax (other than (1) Taxes indemnifiable under Section 5.4, (2) Excluded Taxes or (3) Taxes described in Section 5.4(f)) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or the Effective Date and the date such entity became a Lender hereunderLondon interbank eurocurrency market any other condition, that cost or expense affecting this Agreement or Eurodollar Loans made by such Lender shall incur increased costs (other than Taxes), which results in the cost to such Lender of making, converting into, continuing or reductions in maintaining Eurodollar Loans increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such marketforegoing shall be reduced; or (iii) at any timetime after the Closing Date, that the making or continuance of any LIBOR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any applicable Applicable Law (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank LIBOR eurocurrency market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Eurodollar Loans that have not yet been incurred Incurred shall be deemed rescinded by the Borrower, (By) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days promptly (but no later than ten Business Days) after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (Ax) if the affected LIBOR Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a)(ii) or (Biii) or (y) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Eurodollar Loan into an Base Rate ABR Loan, if applicable; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of If any applicable Change in Law regarding capital adequacy, adequacy or any change therein, liquidity requirements has 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then within 5 days from time to time, promptly (but no later than ten Business Days) after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofClosing Date except as a result of a Change in Law. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein any of the provisions in this Agreement (including Section 2.11) to the contrary, if the Borrower and the Administrative Agent reasonably determine in good faith that an interest rate is not ascertainable pursuant to the provisions of the definition of “Eurodollar Rate” or “Reference Rate” and the inability to ascertain such rate is unlikely to be temporary, the “Eurodollar Rate” and “Reference Rate” shall be an alternate rate that is reasonably commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its reasonable discretion) that is either: (i) an alternate rate established by the Administrative Agent and the Borrower that is generally accepted as the then prevailing market convention for determining a rate of interest for syndicated leveraged loans of this type in the United States at such time, in which case, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but for the avoidance of doubt which would not reduce the Applicable Margin) and (y) other changes necessary to reflect the available interest periods for such alternate rate) (the “Market Convention Rate”) or (ii) if a Market Convention Rate is not available in the reasonable determination of the Administrative Agent and the Borrower acting in good faith, an alternate rate, at the option of the Borrower, either (x) established by the Administrative Agent and the Borrower, so long as the Lenders shall have received at least five Business Days’ prior written notice thereof (the “Notice Period”), in which case, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that such alternate rate shall not apply to (and any such amendment shall not be effective with respect to) any Class for which the Administrative Agent has received a written objection within the Notice Period from the Required Lenders of such Class (with the Required Lenders of such Class determined as if such Class of Lenders were the only Class of Lenders hereunder at the time), or (y) selected by the Borrower and the Required Lenders of any applicable Class (with the Required Lenders of such Class determined as if such Class of Lenders were the only Class of Lenders hereunder at the time) solely with respect to such Class, in which case, the Required Lenders of such Class and the Borrower shall, subject to 15 Business Days’ prior written notice to the Administrative Agent, enter into an amendment to this Agreement to reflect such alternate rate of interest for such Class and make such other related changes to this Agreement as may be necessary to reflect such alternate rate applicable to such Class) (any such alternate rate so established in accordance with the foregoing provisions of this clause (d), the “Successor Benchmark Rate”); provided that, in the case of each of clauses (i) and (ii), any such amendment shall become effective without any further action or consent of any other party to this Agreement, notwithstanding anything to the contrary in Section 13.1; provided, further, that until such Successor Benchmark Rate has been determined pursuant to this paragraph, (A) any request for Borrowing, the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (B) all outstanding Borrowings shall be converted to an ABR Borrowing. (e) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (f) Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this Section 2.10 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all or any requests, rules, guidelines or directives thereunder or issued in connection therewith and or (iiy) all Basel III or any requests, rules, guidelines or directives promulgated by the Bank for International Settlementsthereunder or issued in connection therewith, the Basel Committee on Banking Supervision (or any successor or similar authority) or unless such Lender is generally seeking compensation from other borrowers in the U.S. or foreign regulatory authoritiesleveraged loan market with respect to its similarly affected commitments, in each case pursuant loans and/or participations under agreements with such borrowers having provisions similar to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedthis Section 2.10. (eg) This Section 2.14 2.10 shall not apply operate to Indemnified Taxes or Excluded Taxesprovide payments that are duplicative of those required under Section 5.4.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):: (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) Eurocurrency Rate Loan or B/A Equivalent Loan because of (A) any change since the date hereof Second Restatement Effective Date in any applicable Requirements of Law (whether or not having the force of a law) or in the official interpretation or administration thereof and including the introduction of any new applicable Requirements of Law), official guideline or request, such as, for example, without limitation, but not limited to: (A) any Tax imposed on any Lender (except Indemnified Taxes or Other Taxes indemnifiable under Section 4.01 or any Excluded Taxes) or (B) a change in official reserve requirements, and/or (but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurocurrency Rate or Canadian B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market/A Rate, as applicable; or (iiiii) at any time, that the making or continuance of any LIBOR Eurocurrency Rate Loan or B/A Equivalent Loans has become been made (x) unlawful by any Requirement of Law, (y) impossible by compliance by such Lender any Lender, in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), a Requirement of Law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Second Restatement Effective Date which materially and adversely affects the London interbank LIBOR market for such Eurocurrency Rate Loan or the Canadian interbank market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) writing to the Borrower and Company and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice to the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Eurocurrency Rate Loans or B/A Equivalent Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Relevant Borrower with respect to LIBOR Eurocurrency Rate Loans that or B/A Equivalent Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrowerapplicable Borrowers, (By) in the case of clause (ii) above, the Borrower shall pay each Borrower, jointly and severally, agrees to pay, as applicable, to such Lender, within 5 days after receipt of 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 such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Borrower Company by such Lender and shall, absent clearly demonstrable error, be final and conclusive and binding upon on all the parties hereto) and ), (Cz) in the case of clause (iiiii) above, the Borrower Borrowers shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by lawa Requirement of Law. (b) At any time that any LIBOR Eurocurrency Rate Loan or B/A Equivalent Loan is affected by the circumstances described in (i) Section 2.14(a)(ii3.01(a)(i), the Relevant Borrower may may, and in the case of a Eurocurrency Rate Loan or a B/A Equivalent Loan affected by the circumstances described in Section 3.01(a)(ii), the Relevant Borrower shall either (Ax) if the affected LIBOR Eurocurrency Rate Loan or B/A Equivalent Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Relevant Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.01(a)(i) or (Bii) or (y) if the affected LIBOR Eurocurrency Rate Loan or B/A Equivalent Loan is then outstanding, upon at least three (3) Business Days’ ' written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Eurocurrency Rate Loan into an a Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an applicable Base Rate Loan; providedLoan at the end of the applicable Interest Period or Contract Period, or such earlier date as may be required by applicable Requirement of Law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender determines that after the later Second Restatement Effective Date the introduction of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law regarding capital adequacy, or any change thereinin any applicable Requirement of Law, guideline, directive or request (whether or not having the force of a law) concerning capital adequacy or liquidity, or any change in the interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitments hereunder or its obligations hereunder, then, each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance with's determination of compensation owing under this Section 3.01(c) shall, or pursuant to any request or directive to comply withabsent demonstrable error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the BorrowerCompany, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein in this Agreement to the contrary, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign United States regulatory authorities, in each case pursuant to Basel III ((x) and (y) collectively referred to as "Xxxx-Xxxxx and Basel III"), shall in each case be deemed to be a change after the Second Restatement Effective Date in applicable Lawa Requirement of Law or government rule, regulation or order, regardless of the date enacted, adopted adopted, issued or issuedimplemented (including for purposes of this Section 3.01); provided, however, that no Lender or Issuing Bank shall be entitled to seek compensation under this Section 3.01 based on the occurrence of a change in a Requirement of Law arising solely from Xxxx-Xxxxx and Basel III, unless such Lender or Issuing Bank is generally seeking compensation from other borrowers in the asset-based lending market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01. (e) This Section 2.14 Notwithstanding anything in this Agreement to the contrary, the Borrower shall not apply be required to Indemnified Taxes compensate a Lender or Excluded TaxesIssuing Bank pursuant to this Section 3.01 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of such Lender's or Issuing Bank's intention to claim compensation under this Section 3.01; provided, however, that, if the introduction or change referred to in Section 3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; or (ii) such Lender or Issuing Banks is not charging such costs or reduced return to its borrowers generally with respect to which it has the right to charge such costs.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Global Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined on a reasonable basis (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the interest rate applicable to any Fixed Rate Loan for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) that, by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketClosing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”this Agreement for such Fixed Rate Loan; or (ii) subject to Sections 2.09(h) and 3.03 and clauses (d) and (e) below, at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur has incurred increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender deems material with respect to any LIBOR Fixed Rate Loans (other than any Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof Change in any applicable Law (or Law, but, in all events, excluding reserves already includable in the interpretation or administration thereof and including the introduction of any new interest rate applicable Lawto such Fixed Rate Loan pursuant to this Agreement) (“Increased Costs”), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Fixed Rate Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful)Change in Law, or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank LIBOR market or the Canadian commercial banking market, ; then, and in any each such event, such Lender (or the Administrative Agent, Global Agent in the case of clause (i) above) shall (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower Company and to the Administrative Global Agent of such determination (which notice the Administrative Global Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR the affected Type of Fixed Rate Loans shall no longer be available until such time as the Administrative Global Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Global Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing Borrowing, Continuation or Notice of Conversion or Continuation given by the any Borrower with respect to LIBOR such Type of Fixed Rate Loans that have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by the applicable Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion other than a Borrowing of Foreign Currency Loans, shall, at the option of such Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (By) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, within 5 15 days after receipt of written demand thereforby such Lender, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall reasonably determine) as shall be required to compensate such Lender Lender, for such increased costs or reductions described in clause (ii) above in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable and giving reasonable details of the circumstances giving rise to such claim, submitted to the such Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the such Borrower shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Fixed Rate Loan is affected by the circumstances described in Section 3.01(a)(ii) or (i) Section 2.14(a)(iiiii), the applicable Borrower may (and in the case of a Fixed Rate Loan affected pursuant to Section 3.01(a)(iii) such Borrower shall) either (Ai) if the affected LIBOR Fixed Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Global Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the such Borrower was notified by a Lender pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii), cancel said Borrowing, or, in the case of any Borrowing other than a Borrowing of Foreign Currency Loans, convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected LIBOR Fixed Rate Loan is then outstanding, upon at least three (3) one Business Days’ Day’s notice to the Administrative Global Agent, require the affected Lender to convert Convert each such LIBOR Fixed Rate Loan into an a Base Rate Loan or, in the case of a Foreign Currency Loan, prepay in full such Foreign Currency Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; providedhowever, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) IfSubject to clauses (d) and (e) below and with respect to Fixed Rate Loans only, after the later of the date hereof, and if any Lender shall have determined that date such entity becomes a Lender hereunder, the adoption of any applicable Change in Law regarding capital adequacy, has 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parentparent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parentparent corporation’s policies with respect to capital adequacy), then from time to time, within 5 15 days after written demand by such Lender (with a copy to the Administrative Global Agent), the Borrower applicable Borrower(s) shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrowerapplicable Borrower(s), which notice shall set forth forth, in reasonable detail and giving reasonable details of the circumstances giving rise to such claim, the basis of the calculation of such additional amounts. The , which basis must be reasonable, although the failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, notice shall not release or diminish the any of such Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c3.01(c) for amounts accrued or incurred after upon the date subsequent receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein in this Agreement to the contrary, (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 or Section 3.04 for any amounts incurred or accruing more than 120 days prior to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsgiving of notice to the applicable Borrower of additional costs or other amounts of the nature described in such Sections, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requestsno Lender shall demand compensation for any reduction referred to in Section 3.01(c) or payment or reimbursement of other amounts under Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation, rules, guidelines payment or directives promulgated reimbursement in similar circumstances under comparable provisions of other credit agreements and (iii) for purposes of amounts borrowed by the Bank for International SettlementsCanadian Borrower, no Lender shall be entitled to additional amounts under Section 3.01 to the Basel Committee extent that such Lender fails to deal with the Canadian Borrower on Banking Supervision (or any successor or similar authority) or an arm’s length basis within the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless meaning of the date enacted, adopted or issuedIncome Tax Act (Canada). (e) This Section 2.14 shall 3.01 does not apply to Indemnified Taxes the extent any Increased Cost is attributable to the breach by the relevant Lender or Excluded Taxesits Affiliates of any law, rule or regulation, or a failure by the relevant Lender or its Affiliates to make any required filing with any regulatory authority.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on that any date for determining LIBOR Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Interest Period that Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine to charge interest rates based upon, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (Athrough the Adminstrative Agent), (a) deposits in the principal amounts any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans comprising any LIBOR Loan are not generally available in or to convert Base Rate Loans to Term SOFR Loans, shall be suspended, and (b) the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the basis provided for in Administrative Agent shall be so determined without reference to clause (c) of the definition of “LIBORBase Rate”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the each case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and until such Xxxxxx notifies the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies and the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances determination no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after . Upon receipt of written demand thereforsuch notice, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) shall, if the affected LIBOR Loan is then being made pursuant necessary to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstandingavoid such illegality, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at demand from any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent shall be so determined without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans to such day, and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate without reference to clause (c) of the definition of “Base Rate,” in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to this Section 2.10. Each Lender agrees to use reasonable efforts consistent with legal and regulatory requirements to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be disadvantageous to such Lender or cost any additional amount ; or (ii) if, on or prior to the first day of any Interest Period for any Term SOFR Loan (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (b) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon such notice, any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.11. Subject to Section 2.10(d), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination; (b) If any Lender determines that after the Effective Date (or the date such Lender became a Lender hereunder, if later) the introduction of or any change in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) 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 such Lender or any corporation controlling such Lender based on the existence of such Xxxxxx’s Revolving Loan Commitment hereunder or its obligations hereunder, then the Borrowers jointly and severally agree to pay to such Lender Lender, upon its written demand therefor, such additional amount or amounts as will shall be required to compensate such Lender or its parent such other corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled the increased cost to such compensation Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such Lenderincrease of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided, that such Xxxxxx’s compliance withdetermination of compensation owing under this Section 2.10(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the BorrowerCompany, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure to give any such noticeamounts provided, with respect to a particular eventfurther, within the time frame specified that, notwithstanding anything in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein Agreement to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Act, and all requests, rules, guidelines or guidelines, requirements and directives thereunder or thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. United States or foreign regulatory authorities, in each case pursuant to Basel IIIIII shall, shall in each case case, be deemed to be a change after the Effective Date in applicable Lawa requirement of law or government rule, regulation or order, regardless of the date enacted, adopted adopted, issued or issuedimplemented (including for purposes of this Section 2.10). (ec) This It is understood that this Section 2.14 2.10 shall not apply to Indemnified Excluded Taxes or Excluded Indemnified Taxes. (d) Benchmark Replacement Setting; Conforming Changes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly 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 for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBORLIBOR Rate”; or; (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans Rate Loan (other than Excluded Taxes and Indemnified Taxes) because of including but not limited to: (A) any change since the date hereof in Tax imposed on any applicable Law Lender (except Indemnified Taxes or in the interpretation Other Taxes indemnified under Section 5.01 or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, Excluded Taxes) or (B) a change in official reserve requirements, and/or (Bbut, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate) other circumstances affecting the interbank LIBOR market or the position because of such Lender a Change in such marketLaw; or (iii) at any time, that the making or continuance of any LIBOR Rate Loan has become been made (x) unlawful by any Change in Law, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Closing Date which materially and adversely affects the interbank LIBOR Eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) writing to the Borrower and Company 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 (Ax) in the case of clause (i) above, LIBOR Rate Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Relevant Borrower with respect to LIBOR Rate Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrowerapplicable Borrowers, (By) in the case of clause (ii) above, the Borrower shall pay each Borrower, jointly and severally, agrees to pay, to such Lender, within 5 days after receipt of upon such Lender’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a CHAR1\0000000x0 different method of calculating, interest or otherwise as such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Borrower Company by such Lender and shall, absent clearly demonstrable error, be final and conclusive and binding upon on all the parties hereto) and ), (Cz) in the case of clause (iii) above, the Borrower Borrowers shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii3.01(a)(ii), the Relevant Borrower may may, and in the case of a LIBOR Rate Loan affected by the circumstances described in Section 3.01(a)(iii), the Relevant Borrower shall either (Ax) if the affected LIBOR Rate Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Relevant Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii) or (y) if the affected LIBOR Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Rate Loan into an a Base Rate Loan; providedLoan at the end of the applicable Interest Period, that if more than one Lender is so affected at any timeor such earlier date as may be required by applicable law, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender determines that after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of Closing Date any applicable Change in Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then, each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance withdetermination of compensation owing under this Section 3.01(c) shall, or pursuant to any request or directive to comply withabsent demonstrable error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the BorrowerCompany, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued[Reserved]. (e) This Section 2.14 Notwithstanding anything in this Agreement to the contrary, the Borrower shall not apply be required to Indemnified Taxes compensate a Lender pursuant to this Section 3.01 for any increased costs incurred or Excluded Taxesreductions suffered more than ninety (90) days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation under this Section 3.01; provided, however, that, if (i) the introduction or change referred to in Section 3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof; or (ii) such Lender is not charging such costs or reduced return to its borrowers generally with respect to which it has the right to charge such costs. CHAR1\0000000x0 (f) [Reserved].

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or[Reserved] (ii) at that, due to a Change in Law, which shall (A) impose, modify or deem applicable any timereserve, after special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the later account of, or credit extended by, any Lender; (B) subject any Lender to any Tax (other than (1) Taxes indemnifiable under Section 5.4, (2) Excluded Taxes or (3) Taxes described in Section 5.4(f)) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or the Effective Date and London interbank eurocurrency market any other condition, cost or expense affecting this Agreement, which results in the date such entity became a Lender hereunder, that cost to such Lender shall incur increased costs of participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or reductions in the amounts received or receivable by such Lender hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such marketforegoing shall be reduced; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, [Reserved]; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give written notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (Bx) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days promptly (but no later than ten Business Days) after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b).[Reserved] (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of If any applicable Change in Law regarding capital adequacy, adequacy or any change therein, liquidity requirements has 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has would have the effect of reducing the rate of return on such Lender’s or its Issuing Lender’s or their respective parent’s capital or assets as a consequence of such Lender’s or Issuing Lender’s commitments or obligations hereunder to a level below that which such Lender or its Issuing Lender or their respective parent could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its Issuing Lender’s or their respective parent’s policies with respect to capital adequacyadequacy or liquidity), then within 5 days from time to time, promptly (but no later than ten Business Days) after written demand by such Lender or Issuing Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or its Issuing Lender or their respective parent for such reduction, it being understood and agreed, however, that a Lender or Issuing Lender shall not be entitled to such compensation as a result of such Lender’s or Issuing Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofRestatement Agreement Effective Date except as a result of a Change in Law. Each Lender (on its own behalf)or Issuing Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (e) Notwithstanding anything herein the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 2.10 based on the contrary, occurrence of a Change in Law arising solely from (ix) the XxxxDodd-Xxxxx Xxxx Frank Wall Street Reform and Consumer Protection Act and all or any requests, rules, guidelines or directives thereunder or issued in connection therewith and or (iiy) all Basel III or any requests, rules, guidelines or directives promulgated by the Bank for International Settlementsthereunder or issued in connection therewith, the Basel Committee on Banking Supervision (unless such Lender or any successor or similar authority) or Issuing Lender is generally seeking compensation from other borrowers in the U.S. or foreign regulatory authoritiesleveraged loan market with respect to its similarly affected commitments, in each case pursuant loans and/or participations under agreements with such borrowers having provisions similar to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedthis Section 2.10. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In Without limiting Section 2.09 of this Agreement, in the event that (x) in the case of clause (i) below, the Administrative Agent Required Lenders or (y) in the case of clauses (ii) and (iii) below, any Lender, in each caseLender or other Recipient, shall have reasonably determined on a reasonable basis (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the interest rate applicable to any Eurocurrency Loan for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) that, by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketClosing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”this Agreement for such Eurocurrency Loan; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender or other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or other Recipient deems material with respect to any LIBOR Eurocurrency Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and Indemnified (C) Connection Income Taxes) because of (Ax) any change Change in Law since the date hereof in any applicable Law Closing Date (or in the interpretation or administration thereof and including the introduction of any new applicable Law)including, such as, for example, without limitationbut not limited to, a change in official reserve requirementsrequirements for any reserve, and/or special deposit, liquidity or similar requirements (Bincluding any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or other Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (y) other circumstances adversely affecting the London interbank LIBOR market (other than as contemplated in Section 2.09 of this Agreement) or the position of such Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any LIBOR Eurocurrency Loan has become unlawful by compliance by such Lender in good faith with any applicable Change in Law (since the Closing Date, or would conflict with any such applicable Law thereof not having the force of law even though the failure to comply therewith would not be unlawful)but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank LIBOR market, market (other than as contemplated in Section 2.09 of this Agreement); then, and in any each such event, such Lender or other Recipient (or the Administrative Agent, Required Lenders in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within ten (10) Business Days of the date on which such event no longer exists give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders#4848-6974-4858 Lenders or other Recipients). Thereafter (Ax) in the case of clause (i) above, LIBOR the affected Type of Eurocurrency Loans shall no longer be available until such time as the Required Lenders notify the Borrower, the Administrative Agent notifies (who shall promptly notify the Borrower and the Lenders Lenders) or other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances Required Lender no longer exist), and any Notice of Borrowing or Notice of Continuation or Conversion or Continuation given by the Borrower with respect to LIBOR such Type of Eurocurrency Loans that have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by the BorrowerBorrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (By) in the case of clause (ii) above, the Borrower shall pay to such LenderLender or other Recipient, within 5 days after receipt of 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 such Lender in its reasonable discretion or other Recipient shall determine) as shall be required to compensate such Lender or other Recipient for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLender or other Recipient, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or other Recipient shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Eurocurrency Loan is affected by the circumstances described in Section 3.01(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a Eurocurrency Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall) either (Ai) if the affected LIBOR Eurocurrency Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or other Recipient pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii), cancel said Borrowing, or, in the case of any Borrowing of a Loan denominated in Dollars, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, (ii) if the affected LIBOR Eurocurrency Loan is then outstandingoutstanding and denominated in Dollars, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender or other Recipient to convert Convert each such LIBOR Eurocurrency Loan into an a Base Rate Loan or (iii) if the affected Eurocurrency Loan is then outstanding and is a Loan, bear interest at such rate as the Required Lenders shall determine adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the applicable interest rate set forth in Section 2.09(b); provided, however, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender other Recipient is affected at any time, then all affected Lenders or other Recipients must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender shall have determined that after the later of the date hereofClosing Date, and that date such entity becomes a Lender hereunder, the adoption of any applicable Change in Law regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by a such Lender or its parent corporation with any request or directive made or adopted after such date regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, associationcentral bank, central bank or comparable agency, in each case made #4848-6974-4858 subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parentparent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could corporation would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parentparent corporation’s policies with respect to capital adequacyadequacy and liquidity), then from time to time, within 5 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth forth, in reasonable detail detail, the basis of the calculation of such additional amounts. The , which basis must be reasonable, although the failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c3.01(c) for amounts accrued or incurred after upon the date subsequent receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein in this Agreement to the contrary, (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 for any amounts incurred or accruing more than 180 days prior to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsgiving of notice to the Borrower of additional costs or other amounts of the nature described in such Sections (provided, rulesthat if such additional costs or other amounts arose as a result of a Change in Law that was retroactive, guidelines or directives thereunder or issued in connection therewith then such 180 day period shall be extended to include the period of retroactive effect thereof), and (ii) all requests, rules, guidelines or directives promulgated by the Bank no Lender shall demand compensation for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authorityreduction referred to in Section 3.01(c) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 if it shall not apply at the time be the general policy or practice of such Lender to Indemnified Taxes demand such compensation, payment or Excluded Taxesreimbursement in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, the Required Lenders shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Term SOFR Rate or Daily Simple SOFR for any Interest Period that (Ax) deposits in the principal amounts and currencies of the Revolving Credit Loans comprising any LIBOR Loan such SOFR Borrowing are not generally available in the relevant market or (By) by reason of any changes arising on or after the Effective Closing Date affecting the interbank LIBOR SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Term SOFR Rate or Daily Simple SOFR, as applicable; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR SOFR Loans (other than any increase or reduction attributable to (i) Indemnified Taxes or Taxes indemnifiable under Section 5.4 and (ii) Excluded Taxes and Indemnified Taxes) because of (Ax) any change since the date hereof Closing Date in any applicable Applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (By) other circumstances affecting the interbank LIBOR SOFR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR SOFR Loan has become unlawful by as a result of compliance by such Lender in good faith with any applicable Applicable Law (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the interbank LIBOR SOFR market, ; AMERICAS 111453311 then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR SOFR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, as applicable, (By) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, of or a different method of calculating, interest or otherwise otherwise, as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (Cz) in the case of clause subclause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR SOFR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a SOFR Loan, affected pursuant to Section 2.10(a)(iii) shall) either (Ax) if the affected LIBOR SOFR Loan is then being made pursuant to a Borrowing, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a)(ii) or (Biii) or (y) if the affected LIBOR SOFR Loan is then then-outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, Agent require the affected Lender to convert each such LIBOR SOFR Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). (c) If, after the later of the date hereofClosing Date, and that date such entity becomes a Lender hereunder, the adoption any Change in Law relating to capital adequacy or liquidity of any applicable Law 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, Lender or compliance by a any Lender or its parent with any request or directive made or adopted after such date regarding Change in Law relating to capital adequacy (whether or not having liquidity occurring after the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliates’ capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or any Affiliate thereof could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then within 5 days from time to time, promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofClosing Date. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly 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 for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR Eurodollar market or Canadian interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBORLIBO Rate” or “CDOR Rate”; or; (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans LIBO Rate Loan or CDOR Rate Loan (other than Excluded Taxes and Indemnified Taxes) because of including, but not limited to, (A) any change since the date hereof in Tax imposed on any applicable Law Lender (except Indemnified Taxes or in the interpretation Other Taxes indemnified under Section 5.01 or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, Excluded Taxes) or (B) a change in official reserve requirements, and/or (Bbut, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate or CDOR Rate, as applicable) other circumstances affecting the interbank LIBOR market or the position because of such Lender a Change in such marketLaw; or (iii) at any time, that the making or continuance of any LIBOR LIBO Rate Loan or CDOR Rate Loans has become been made (x) unlawful by any Change in Law, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that SecondFourth Amendment Effective Date which materially and adversely affects the interbank LIBOR Eurodollar market or the Canadian interbank market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) writing to the Borrower and Company 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 (Ax) in the case of clause (i) above, LIBOR LIBO Rate Loans or CDOR Rate Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Relevant Borrower with respect to LIBOR LIBO Rate Loans that or CDOR Rate Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrowerapplicable Borrowers, (By) in the case of clause (ii) above, the each U.S. Borrower, jointly and severally, agrees to pay, and each Canadian Borrower shall pay and U.K. Borrower, if any, jointly and severally, agrees to pay, as applicable, to such Lender, within 5 days after receipt of 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 such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Borrower Company by such Lender and shall, absent clearly demonstrable error, be final and conclusive and binding upon on all the parties hereto) and (Cz) in the case of clause (iii) above, the Borrower Borrowers shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR LIBO Rate Loan or CDOR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii3.01(a)(ii), the Relevant Borrower may may, and in the case of a LIBO Rate Loan or a CDOR Rate Loan affected by the circumstances described in Section 3.01(a)(iii), the Relevant Borrower shall, either (Ax) if the affected LIBOR LIBO Rate Loan or CDOR Rate Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Relevant Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii) or (y) if the affected LIBOR LIBO Rate Loan or CDOR Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR LIBO Rate Loan into an a U.S. Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR such CDOR Rate Loan is then being made pursuant to into a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Canadian Prime Rate Loan, at the end of the applicable Interest Period, or such earlier date as may be required by applicable law; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender determines that after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of SecondFourth Amendment Effective Date any applicable Change in Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then, in the case of a U.S. Lender, each U.S. Borrower, jointly and severally, and, in the case of U.S. and Canadian Lenders, each Canadian Borrower and U.K. Borrower, if any, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s compliance withdetermination of compensation owing under this Section 3.01(c) shall, or pursuant to any request or directive to comply withabsent demonstrable error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the BorrowerCompany, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued[Reserved]. (e) This Section 2.14 Notwithstanding anything in this Agreement to the contrary, the Borrower shall not apply be required to Indemnified Taxes compensate a Lender or Excluded TaxesIssuing Bank pursuant to this Section 3.01 (i) for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of such Lender’s or Issuing Bank’s intention to claim compensation under this Section 3.01; provided, however, that, if the introduction or change referred to in Section 3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof or (ii) if such Lender or Issuing Bank is not charging such costs or reduced return to its borrowers generally with respect to which it has the right to charge such costs.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly 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 for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBORLIBOR Rate”; or; (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans Rate Loan (other than Excluded Taxes and Indemnified Taxes) because of including but not limited to: (A) any change since the date hereof in Tax imposed on any applicable Law Lender (except Indemnified Taxes or in the interpretation Other Taxes indemnified under Section 5.01 or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, Excluded Taxes) or (B) a change in official reserve requirements, and/or (Bbut, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate) other circumstances affecting the interbank LIBOR market or the position because of such Lender a Change in such marketLaw; or (iii) at any time, that the making or continuance of any LIBOR Rate Loan has become been made (x) unlawful by any Change in Law, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Closing Date which materially and adversely affects the interbank LIBOR Eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) writing to the Borrower and Company 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 (Ax) in the case of clause (i) above, LIBOR Rate Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Relevant Borrower with respect to LIBOR Rate Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrowerapplicable Borrowers, (By) in the case of clause (ii) above, the Borrower shall pay each Borrower, jointly and severally, agrees to pay, to such Lender, within 5 days after receipt of 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 such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Borrower Company by such Lender and shall, absent clearly demonstrable error, be final and conclusive and binding upon on all the parties hereto) and ), (Cz) in the case of clause (iii) above, the Borrower Borrowers shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii3.01(a)(ii), the Relevant Borrower may may, and in the case of a LIBOR Rate Loan affected by the circumstances described in Section 3.01(a)(iii), the Relevant Borrower shall either (Ax) if the affected LIBOR Rate Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Relevant Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii) or (y) if the affected LIBOR Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Rate Loan into an a Base Rate Loan; providedLoan at the end of the applicable Interest Period, that if more than one Lender is so affected at any timeor such earlier date as may be required by applicable law, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender determines that after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of Closing Date any applicable Change in Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then, each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance withdetermination of compensation owing under this Section 3.01(c) shall, or pursuant to any request or directive to comply withabsent demonstrable error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the BorrowerCompany, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued[Reserved]. (e) This Section 2.14 Notwithstanding anything in this Agreement to the contrary, the Borrower shall not apply be required to Indemnified Taxes compensate a Lender pursuant to this Section 3.01 for any increased costs incurred or Excluded Taxesreductions suffered more than ninety (90) days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation under this Section 3.01; provided, however, that, if (i) the introduction or change referred to in Section 3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof; or (ii) such Lender is not charging such costs or reduced return to its borrowers generally with respect to which it has the right to charge such costs.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do there does not exist a normal market in Canada for ascertaining the applicable interest rate on the basis provided for in the definition purchase and sale of “LIBOR”; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR marketbankers’ acceptances, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) Agent shall promptly within a reasonable time thereafter give notice (if by telephone, telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders)Lenders of such determination. Thereafter (A) in the case of clause (i) above, LIBOR BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, (B) in and until contrary notice is provided by the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable errorAdministrative Agent, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) continued as promptly as possible and, in any event, within the time period required by lawa Prime Loan. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, the National Association of Insurance Commissioners, Superintendent of Financial Institutions, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days from time to time, promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law law, rule or regulation as in effect on the date hereof. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(b), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(b) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) Loan because of (Ax) any change since Change in Law after the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law)Effective Date, such as, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for example(x) Indemnified Taxes, without limitation(y) taxes described in clauses (i) through (iv) of Section 4.04(a), and (z) Connection Income Taxes) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (B) other circumstances arising since the Effective Date affecting such Lender, the interbank LIBOR Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Eurodollar Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Effective Date which materially and adversely affects the interbank LIBOR Eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, telephone promptly confirmed in writing) to the Borrower and 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 (Ax) in the case of clause (i) above, LIBOR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Borrower with respect to LIBOR Eurodollar Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (By) in the case of clause (ii) above, the Borrower shall agrees to pay to such Lender, within 5 days after receipt of 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 such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and (Cz) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Eurodollar Loan is affected by the circumstances described in (i) Section 2.14(a)(ii1.10(a)(ii), the Borrower may may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), the Borrower shall, either (Ax) if the affected LIBOR Eurodollar Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii1.10(a)(ii) or (Biii) or (y) if the affected LIBOR Eurodollar Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Eurodollar Loan into an a Base Rate Loan; provided, that if more than one Lender is so affected at any timeprovided that, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b1.10(b). (c) If, If any Lender determines that any Change in Law after the later of the date hereof, and that date such entity becomes on which it became a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments or Loans hereunder or its obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance withdetermination of compensation owing under this Section 1.10(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c1.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):determined: (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”[reserved]; or (ii) at any time, after the later of the Effective Date and the date such entity became time that a Lender hereunder, that Change in Law causes such Lender shall to incur increased costs or reductions in the amounts received or receivable hereunder (other than lost profit) with respect to any LIBOR Rate Loans (other than any such increase or reduction attributable to Excluded Taxes and Indemnified or Non-Excluded Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Rate Loan has become (A) due to a Change in Law, unlawful by compliance by such Lender in good faith with under any applicable Applicable Law (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become (B) impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give written notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 five (5) days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (CB) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii2.10(a)(ii), the Borrower may either (A) if the affected LIBOR Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a)(ii) or (B) if the affected LIBOR Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Rate Loan into an Base Index Rate LoanLoan at the end of the applicable LIBOR Period for such LIBOR Rate Loans; provided, that if more than one (1) Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b) or (ii) Section 2.14(a)(iii2.10(a)(iii), (A) if the affected LIBOR Rate Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Rate Loan is then outstanding, each such LIBOR Rate Loan shall automatically be converted into an Base Index Rate LoanLoan at the end of the applicable LIBOR Period for such LIBOR Rate Loans; provided, that if more than one (1) Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). (c) If, after the later of the date hereofClosing Date, and that the date such entity becomes a Lender hereunder, the adoption of any applicable Applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.five

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses clause (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR market, adequate and fair reasonable means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”Eurodollar Rate; or (ii) at any time, after the later of the Effective Closing Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the Loans , including as a result of any LIBOR Loans Tax (other than any (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes and Indemnified Taxes” or (z) Connection Income Taxes) because of (A) any change since the date hereof in any applicable Applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Applicable Law), such as, for example, without limitation, a change in official reserve requirementsrequirements (but excluding changes in the rate of tax on the overall net income of such Lender), and/or (B) other circumstances affecting the interbank LIBOR Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR the Loans at the Eurodollar Rate shall no longer be available and interest thereafter shall accrue at a rate equal to the Base Rate plus 8.0% per annum (provided, that in lieu of the foregoing rate change, Borrower and Administrative Agent may agree upon a different method of calculating interest with the result being that Borrower’s cost are not increased) until such time as the Administrative Agent notifies the Borrower Borrower, the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower at which time interest with respect to LIBOR the Loans that have not yet been incurred shall be deemed rescinded by revert to the Borrowerrate applicable hereunder without regard to this clause (A), and (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 ten (10) days after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, Lender submitted to the Borrower by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) ). [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and (C) in the case of clause (iii) above, the Borrower shall take one Exchange Commission pursuant to Rule 24b-2 of the actions specified in Section 2.14(b) Securities Exchange Act of 1934, as promptly as possible and, in any event, within the time period required by lawamended. (b) At If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either circumstances set forth in clause (Aa)(i) if the affected LIBOR Loan is then being made pursuant have arisen and such circumstances are unlikely to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) temporary or (ii) Section 2.14(a)(iii)the circumstances set forth in clause (a)(i) have not arisen but either (x) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the syndicated loan market in the United States or (y) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the syndicated loan market in the United States, then the Administrative Agent shall establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (A) if but, for the affected LIBOR Loan is then being made pursuant to a Borrowingavoidance of doubt, such Borrowing related changes shall automatically be deemed cancelled and rescinded and (B) if not include a reduction of the affected LIBOR Loan is then outstandingApplicable Margin). Notwithstanding anything to the contrary in Section 12.01, each such LIBOR Loan amendment shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at become effective without any time, then all affected Lenders must be treated in the same manner pursuant further action or consent of any other party to this Section 2.14(b)Agreement. (c) If, after the later of the date hereof, hereof and that the date such entity becomes a Lender hereunder, the adoption of any applicable Applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 ten (10) days after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The Without limiting Section 2.10(e) below, the failure to give any such notice, notice with respect to a particular event, within the time frame specified in Section 2.24, event shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) . Notwithstanding anything herein to the contrary, (ix) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case, are deemed to have been adopted and to have taken effect after the Closing Date. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain its portion of the Loans at the Eurodollar Rate or to continue such maintaining, or to determine or charge interest rates at the Eurodollar Rate, such Lender shall give notice of such changed circumstances to Administrative Agent and Borrower and Administrative Agent shall promptly transmit such notice to each other Lender and in the case of the portion of the Loans at the Eurodollar Rate of such Lender that is outstanding, the date specified in such Lender’s notice shall be deemed to be a change in applicable Law, regardless the last day of the date enactedInterest Period of such portion of the Loans, adopted or issuedinterest upon the portion of the Loans of such Lender thereafter shall accrue at a rate equal to the Base Rate plus 8.0% per annum (provided that in lieu of the foregoing rate change, Borrower and such Lender may agree upon a different method of calculating interest) until such time as such Lender notifies Borrower and the Administrative Agent that the circumstances giving rise to such notice by such Borrower no longer exist (which notice such Lender agrees to promptly give at such time when such circumstances no longer exist), at which time interest with respect to the Loans of such Lender shall revert to the rate applicable hereunder without regard to this Section 2.10(d). (e) This Section 2.14 2.10 shall not apply to Indemnified Taxes or Excluded Taxesto the extent duplicative of Section 4.03(b). In addition, this Section 2.10 shall not apply to any demand made after the 180th day following the requesting Lender’s knowledge that it would be entitled to any such amounts.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined in good faith (which good faith determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) ): on any date for determining the LIBOR Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Closing Date affecting the interbank LIBOR Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”LIBOR Rate; or (ii) or at any time, after the later of the Effective Closing Date and the date such entity Person became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans Loan, including costs arising from Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Indemnified (z) Connection Income Taxes) because of (A) any change since the date hereof in any applicable Applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market ; or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful (including as a result of any Change in Law) by compliance by such Lender in good faith with any applicable Applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawfulApplicable Law), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR Eurodollar market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give written notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice determination, and the Administrative Agent shall promptly transmit to notify each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available accrue interest with reference to the LIBOR Rate pursuant to Section 2.05(a) and, in lieu thereof, shall accrue interest under Section 2.05(a) at a rate per annum equal to the Prime Rate plus the Applicable Margin until such time as the Administrative Agent notifies the Borrower Borrower, the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when it becomes aware that such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days seven (7) Business Days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) by Applicable Law as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii) or (B) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) Applicable Law. If, after the later of the date hereof, hereof and that the date such entity becomes a Lender hereunder, the adoption of any applicable Law Law, rule, guideline, request or directive (including, regardless of the date enacted, adopted or issued, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III), whether or not having the force of law, regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofLaw occurs, or compliance by a Lender (or its lending office) or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, in any such case, which has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days seven (7) Business Days after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or its parent such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed; provided, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofhereof or the later date on which it becomes a Lender, as the case may be. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.06(b), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure or delay to give any such notice, notice with respect to a particular event, within the time frame specified in Section 2.24, event shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.06(b) for amounts accrued or incurred after prior to the date of that such notice with respect to such event is actually given, unless such notice is given more than 180 days (or such longer period based on any retroactive effect as described in Section 2.06(a)) after Lender has knowledge of any such event. . If at any time the Administrative Agent determines (dwhich determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in subparagraph (a) of this Section 2.06 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in subparagraph (a) of this Section 2.06 have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (in the case of either such clause (i) or (ii), an “Alternative Interest Rate Election Event”), the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and shall enter into an amendment to this Loan Agreement to reflect such alternate rate of interest and such other related changes to this Loan Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.01, such amendment shall become effective without any further action or consent of any other party to this Loan Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate of interest is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, if such alternate rate of interest as determined in this subparagraph (ic) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsis determined to be less than 1.5%, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, such rate shall in each case be deemed to be a change in applicable Law, regardless 1.5% for the purposes of the date enacted, adopted or issuedthis Loan Agreement. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shallshall be final, conclusive and binding, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto):the Borrowers) (ia) on any date for determining the interest rate on any LIBOR Loan for any Interest Period Period, that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR relevant market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”; or LIBOR Rate, or (iib) at any time, after time that the later Borrowers have received notice that any of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Revolving Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any applicable Law (or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is are affected by any of the circumstances described in subsection (a) of this Section 2.15 hereof, the Borrowers may: (i) Section 2.14(a)(ii), the Borrower may either (A) if the affected LIBOR Loan is then being yet to be made pursuant to a Notice of Borrowing, cancel said either (1) withdraw the related Notice of Borrowing by giving the Administrative Agent telephonic notice (Lender, by telephone, confirmed promptly in writing) , notice thereof on the same date that the Borrower was Borrowers were so notified by a the Lender pursuant to subsection (a) of this Section 2.14(a)(ii) 2.15, without payment of any amounts specified in Section 2.14 hereof, or (B2) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each borrow such LIBOR Loan into an Base Rate Borrowing as a Prime Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or and (ii) until the Lender notifies the Borrowers that the circumstances described in subsection (a) of this Section 2.14(a)(iii)2.15 no longer exists, (A) if the affected LIBOR Loan is then being made pursuant obligations of the Lender to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each make such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law regarding capital adequacy, or any change thereinother LIBOR Loans, or any change in the interpretation or administration thereof by any Governmental Authorityshall be suspended; however, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy subject to the Administrative Agent)other terms and conditions of this Agreement, the Borrower shall pay Lender's obligations to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender make Prime Loans shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such eventsuspended. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that that, due to a Change in Law, which shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits in with or for the principal amounts of the Loans comprising account of, or credit extended by, any LIBOR Loan are not generally available in the relevant market or Lender; (B) subject any Lender to any tax (other than (1) taxes indemnified under Section 5.4, (2) taxes described in clause (A), (B) or (C) of Section 5.4(a) or (3) taxes described in clause (f) of Section 5.4) on its loans, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Rate Loans made by reason of any changes arising on or after the Effective Date affecting the interbank LIBOR marketsuch Lender, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for which results in the definition cost to such Lender of “LIBOR”making, converting into, continuing or maintaining Term SOFR Rate Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or (ii) at any time, time after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Term SOFR Rate Loan has become unlawful by compliance by such Lender in good faith with any applicable Law Applicable Law, (or would conflict with any such applicable Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Effective Date that materially and adversely affects the applicable interbank LIBOR market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days promptly (but no later than 10 Business Days) after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (Cy) in the case of clause (iiiii) above, the Borrower shall take one of the actions specified in Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any LIBOR Term SOFR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii2.10(a), the Borrower may (and in the case of a Term SOFR Rate Loan affected pursuant to Section 2.10(a)(ii) shall) either (Ax) if the affected LIBOR Term SOFR Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(a)(ii2.10(a) or (By) if the affected LIBOR Term SOFR Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Term SOFR Rate Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loanapplicable; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). (c) If, after the later of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of If any applicable Change in Law regarding capital adequacy, 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or its Letter of Credit Issuer’s or their respective parent’s capital or assets as a consequence of such Lender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacyadequacy and liquidity), then within 5 days from time to time, promptly (but no later than 10 Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such Lender’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such applicable Applicable Law as in effect on the date hereofEffective Date except as a result of a Change in Law. Each Lender (on its own behalf)or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date upon receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein If prior to the contrary, commencement of any Interest Period for a Term SOFR Rate Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Conversion or Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a Term SOFR Rate Loan shall be ineffective and (B) if any Notice of Borrowing requests Revolving Credit Loans as Term SOFR Rate Loans, such Borrowing shall be made as ABR Loans; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. (e) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.10(d)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.10(d)(i) have not arisen but the supervisor for the administrator of the Term SOFR Reference Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Term SOFR Reference Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Adjusted Term SOFR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (e) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(e), only to the extent the Term SOFR Reference Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion or Continuation that requests the conversion of any Loans to, or continuation of any Loans as, Term SOFR Rate Loans shall be ineffective, and (y) if any Notice of Borrowing requests Revolving Credit Loans as Term SOFR Rate Loans, such Borrowing shall be made as ABR Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. (f) This Section 2.10 shall not apply to taxes to the extent duplicative of Section 5.4. (g) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (h) Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 2.10 based on the occurrence of a Change in Law arising solely from the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all or any requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requeststherewith, rules, guidelines unless such Lender or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or Letter of Credit Issuer is generally seeking compensation from other borrowers in the U.S. or foreign regulatory authoritiesleveraged loan market with respect to its similarly affected commitments, in each case pursuant loans and/or participations under agreements with such borrowers having provisions similar to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issuedthis Section 2.10. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) Determination Date that, by reason of any changes arising on or after the Effective Date date of this Agreement affecting the interbank LIBOR eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBORLIBOTerm SOFR Rate”; or; (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) LIBOTerm SOFR Rate Loan because of (A) any change since the date hereof Change in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that if the making or continuance of any LIBOR LIBOTerm SOFR Rate Loan has become been made (x) unlawful by any Change in Law, (y) impossible by compliance by such any Lender in good faith with any applicable Law governmental request (whether or would conflict with any such applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Closing Date which materially and adversely affects the interbank LIBOR eurodollar market, ; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, telephone promptly confirmed in writing) to Lead Borrower and, except in the Borrower and 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 (Ax) in the case of clause (i) above, LIBOR LIBOTerm SOFR Rate Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Conversion/Continuation given by the Lead Borrower with respect to LIBOR LIBOTerm SOFR Rate Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the BorrowerBorrowers, (By) in the case of clause (ii) above, the Borrower shall each Borrower, jointly and severally, agrees to pay to such Lender, within 5 days after receipt of 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 such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Lead Borrower by such Lender and shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and ), (Cz) in the case of clause (iii) above, the Borrower Borrowers shall take one of the actions specified in Section 2.14(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR LIBOTerm SOFR Rate Loan is affected by the circumstances described in (i) Section 2.14(a)(ii3.01(a)(ii), Lead Borrower may, and in the case of a LIBOTerm SOFR Rate Loan affected by the circumstances described in Section 3.01(a)(iii), Lead Borrower may shall, either (Ax) if the affected LIBOR LIBOTerm SOFR Rate Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Lead Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.01(a)(ii) or (Biii) or (y) if the affected LIBOR LIBOTerm SOFR Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such LIBOR LIBOTerm SOFR Rate Loan into an a Base Rate Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b3.01(b). (c) If, If any Lender determines that after the later of the date hereofClosing Date any Change in Law, and that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has will have the effect of reducing increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional documented amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s compliance withdetermination of compensation owing under this Section 3.01(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such applicable Law as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c3.01(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Lead Borrower, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. The failure Notwithstanding the above, a Lender will not be entitled to give demand compensation for any such notice, with respect to a particular event, within the time frame specified increased cost or reduction set forth in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after 3.01 at any time if it is not the date general practice and policy of such notice with respect Lender to demand such eventcompensation from similarly situated borrowers in similar circumstances at such time. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or and (y) in the case of clauses (ii) and (iii) below, the Required Facility Lenders with respect to any Lender, in each case, Credit Facility shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBOR Rate for any Interest Period that (Ax) deposits in the principal amounts of the Loans comprising any such LIBOR Loan Borrowing are not generally available in the relevant market or (By) by reason of any changes arising on or after the Effective Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”LIBOR Rate; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, that such Lender Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to (I) Indemnified Taxes, (II) clauses (ii) through (v) of the definition of Excluded Taxes and Indemnified Taxes, (III) Connection Income Taxes, or (IV) Other Taxes) because of (A) any change since the date hereof Change in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender Lenders in good faith with any applicable Law law, governmental rule, regulation, guideline or order (or would conflict with any such applicable Law governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any such event, such Lender Required Facility Lenders (or the Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower Borrower, and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Ax) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (By) in the case of clause (ii) above, the Borrower shall pay to such LenderLenders, within 5 days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Required Facility Lenders in its their reasonable discretion shall determine) as shall be required to compensate such Lender Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) ), and (Cz) in the case of clause subclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.14(b2.10(b) as promptly as possible and, in any event, within the time period required by law. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in Section 2.10(a)(i)(x), the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (x) of the first sentence of the immediately preceding paragraph, (2) the Administrative Agent notifies the Borrower or the applicable Required Facility Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender reasonably determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (Ax) if a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected LIBOR Loan is then being made has been submitted pursuant to a BorrowingSection 2.3 or Section 2.6, as applicable, but the affected LIBOR Loan has not been funded or continued, cancel said such requested Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender Lenders pursuant to Section 2.14(a)(ii2.10(a)(ii) or (Biii), as applicable, or (y) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an Base Rate ABR Loan; provided, that if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.14(b2.10(b). (c) If, after the later of the date hereofClosing Date, and that date such entity becomes a Lender hereunder, the adoption any Change in Law relating to capital adequacy or liquidity of any applicable Law 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, Lender or compliance by a any Lender or its parent with any request or directive made or adopted after such date regarding Change in Law relating to capital adequacy (whether or not having liquidity occurring after the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the actual rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then within 5 days after from time to time, promptly following written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such actual additional amount or amounts as will compensate such Lender or its parent for such actual reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law law, rule or regulation as in effect on the date hereofClosing Date or to the extent such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender (on its own behalf)Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The , although the failure to give any such noticenotice shall not, with respect subject to a particular eventSection 2.13, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c2.10(c) for amounts accrued or incurred after the date promptly following receipt of such notice with respect to such eventnotice. (d) Notwithstanding anything herein to the contraryOther than as set forth in clause (a)(ii) of this Section 2.10, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This it is understood that this Section 2.14 2.10 shall not apply to Indemnified Taxes or Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause Administrative Agent, with respect to clauses (i) below, the Administrative Agent and (iv) below or (y) in the case of any Lender with respect to clauses (ii) and (iii) below, any Lender, in each case, below or shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that (A) deposits in the principal amounts of the Loans comprising any LIBOR Loan are not generally available in the relevant market or (B) that, by reason of any changes arising on or after the Effective Date circumstances affecting the applicable interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR”the Eurodollar Rate or the Alternate Currency Euro Rate, as the case may be, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as Eurodollar Advances or Alternate Currency Euro Advances, or Eurodollar Advances or Alternate Currency Euro Advances that will result from the requested conversion of any portion of the Advances into or of Eurodollar Advances or Alternate Currency Euro Advances; or (ii) at any time, after the later of the Effective Date and the date such entity became a Lender hereunder, time that such Lender shall incur has incurred increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than Excluded Taxes and Indemnified Taxes) Fixed Rate Advance, in each case by an amount such Lender deems to be material, because of (A) any change since the date hereof in any applicable Law (or in the interpretation or administration thereof and including the introduction of any new applicable Law), Regulatory Change such as, for example, without limitationbut not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on such Fixed Rate Advance or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the Tax on the Income of such Lender), or (B) a change in official reserve requirements(including any marginal, and/or emergency, supplemental, special or other reserve) or similar requirements (B) other circumstances affecting except to the interbank LIBOR market extent included in the computation of the respective Eurodollar Rate, the Alternate Currency Euro Rate or Swing Line Negotiated Rate, as the position of such case may be), or any special deposit, assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender in such market(or its Applicable Lending Office); or (iii) at any time, time that the making or continuance of any LIBOR Loan Fixed Rate Advance has become been made (A) unlawful by any law, rule, regulation or order or (B) impossible by compliance by such any Lender in good faith with any applicable Law governmental directive or request (whether or would conflict with any such applicable Law not having the force of law even though law); or (iv) at any time that any Alternate Currency is not available in sufficient amounts, as determined in good faith by the failure Administrative Agent, to comply therewith would not be unlawful), or has become impracticable as a result fund any borrowing of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, Alternate Currency Loans in such Alternate Currency; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) or (iv) above or such Lender, in the case of clause (ii) or (iii) above) , shall promptly give notice (if by telephone, telephone confirmed in writing) to the Borrower and Borrower, and, except for the Administrative Agent, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (Aw) in the case of clause (i) above, LIBOR Loans (A) in the event that Eurodollar Advances or Alternate Currency Euro Advances are so affected, Eurodollar Advances or Alternate Currency Euro Advances from such applicable Lender or all of the Lenders, as the case may be, shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 5 days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law.Agent (b) At any time that any LIBOR Loan Fixed Rate Advance is affected by the circumstances described in Section 3.6(a)(ii) or (i) Section 2.14(a)(iiiii), the Borrower may (and in the case of an affected Fixed Rate Advance by the circumstances described in Section 3.6(a)(iii) shall) either (Ax) if the affected LIBOR Loan Fixed Rate Advance is then being made initially or pursuant to a Borrowingconversion, cancel said Borrowing the respective borrowing or conversion by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii3.6(a)(ii) or (Biii) or (y) if the affected LIBOR Loan Fixed Rate Advance is then outstanding, upon at least three (3) Business Days’ ' written notice to the Administrative AgentAgent and the affected Lender, (A) in the case of a Eurodollar Advance, require the affected Lender to convert each such LIBOR Loan Eurodollar Advance into an Base Rate Loan; providedABR Advance as of the end of the Interest Period then applicable to such Eurodollar Advance or, that if more than one Lender is so affected at any timeearlier, then all affected Lenders must be treated in as soon as practicable within the same manner pursuant to this Section 2.14(b) or (ii) Section 2.14(a)(iii), (A) if the affected LIBOR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded time required by law and (B) if in the case of an Alternate Currency Euro Advance or Swing Line Negotiated Rate Advance, take such action as the affected LIBOR Loan is then outstanding, each such LIBOR Loan shall automatically be converted into an Base Rate Loan; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in may reasonably request with a view to minimizing the same manner pursuant to this obligations of the Borrower under Section 2.14(b)3.5. (c) If, after the later of the date hereof, and If any Lender determines that date such entity becomes a Lender hereunder, the adoption of any applicable Law 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 a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has Regulatory Change will have the effect of reducing the rate of return on the capital required to be maintained by such Lender’s Lender or its parent’s capital or assets as a consequence any corporation controlling such Lender based on the existence of such Lender’s commitments 's Revolving Credit Commitment hereunder or its obligations hereunder under the Loan Documents to a level below that which such Lender or its parent such corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within 5 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable Law as in effect on the date hereof. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.24, shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) for amounts accrued or incurred after the date of such notice with respect to such event. (d) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable Law, regardless of the date enacted, adopted or issued. (e) This Section 2.14 shall not apply to Indemnified Taxes or Excluded Taxes.have