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

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing Request requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office Lending Office to make, maintain or fund LIBO LIBOR Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Amendment No. 4 Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO the Eurodollar Rate”; or (ii) at any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any Change in Law, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Amendment No. 4 Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Amendment No. 4 Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request 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 impracticable as a result of a contingency occurring after the Amendment No. 4 Effective Date which materially and adversely affects the applicable 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 (by telephone confirmed in writing) to the applicable Borrower, and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by such Borrower, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify the respective Borrower or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative AgentBorrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amount amounts (in the form of an increased rate of, or amounts a different method of calculating, interest or otherwise as will such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.09(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.09(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.09(a)(ii) or (iii), the applicable Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.09 (a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative AgentAgent pursuant to Section 1.09 (a)(ii) or (iii), as the case may be, for or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such additional costs incurred Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.09(a)(iii), shall occur on the last day of the Interest Period then applicable to such Eurodollar Loan or reduction sufferedsuch earlier day as shall be required by applicable law). (c) If any Lender determines in good faith that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement Agreement, or the Term Loans made by such Lender, Lender to a level below that which such Lender or such Lender’s holding company could would have achieved with respect to such Lender’s Loans but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time the Borrowers Borrower (with respect to the affected Loans of such Lender) will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines . Each Lender, upon determining in good faith that any Change in Law has made it unlawfuladditional amounts will be payable pursuant to this Section 1.09(c), or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of which notice shall set forth such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or Lender’s basis for asserting its holding company, as the case may be, as specified in clause (b) or rights under this Section 1.09 (c) of this Sectionand the calculation, and certifying that it is the general practice and policy in reasonable detail, of such Lender additional amounts claimed hereunder, although the failure to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on give any such certificate within 10 Business Days after receipt thereof. (f) Failure notice shall not release or delay on the part of any Lender or the Administrative Agent diminish either Borrower’s obligations to demand compensation pay additional amounts pursuant to this Section shall not constitute a waiver 1.09(c) upon the subsequent receipt of such notice. A Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to good faith determination of compensation owing under this Section for any increased costs or reductions incurred more than 180 days prior to 1.09(c) shall, absent manifest error, be final and conclusive and binding on all the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofparties hereto.

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Restatement Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO the Eurodollar Rate”; or (ii) at any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Restatement Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request 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 impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable 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 (by telephone confirmed in writing) to the affected Borrower, and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by such Borrower, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify the respective Borrower or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative AgentBorrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amount amounts (in the form of an increased rate of, or amounts a different method of calculating, interest or otherwise as will such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the affected Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative AgentAgent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, for or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such additional costs incurred Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or reduction sufferedsuch earlier day as shall be required by applicable law). (c) If any Lender determines shall have determined after the Restatement Effective Date that the adoption or effectiveness after the Restatement Effective Date of any Change in Law applicable law, rule or regulation regarding capital adequacy, or liquidity requirements any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such other controlling Person’s capital or on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement Commitment or the Term Loans made by such Lender, Commitments hereunder or its obligations hereunder to a level below that which such Lender or such Lender’s holding company other controlling Person could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other controlling Person’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time time, upon written demand by such Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers will jointly and severally agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company other controlling Person for any such reduction suffered. (d) If any in the rate of return to such Lender determines or such other controlling Person. Each Lender, upon determining in good faith that any Change in Law has made it unlawfuladditional amounts will be payable pursuant to this Section 1.10(c), or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay orwhich notice shall set forth such Lender’s basis for asserting its rights under this Section 1.10(c) and the calculation, if applicablein reasonable detail, convert all LIBO Rate Term Loans of such Lender additional amounts claimed hereunder, although the failure to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon give any such prepayment notice shall not release or conversion, the Borrowers shall also diminish either Borrower’s obligations to pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or additional amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver 1.10(c) upon the subsequent receipt of such notice. A Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to good faith determination of compensation owing under this Section for 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (d) In the event that any increased costs or reductions incurred more than 180 days prior to the date Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the Administrative Agentinterest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, as then, unless such reserves are included in the case may be, notifies Lead Borrower calculation of the Change in Law giving rise interest rate applicable to such increased costs Non-Dollar Denominated Letter of Credit or reductions and such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify the Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such Lender’s additional amounts) and the Borrowers jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or the Administrative Agent’s intention to claim compensation therefor; provided, further, thatsuch Non-Dollar Denominated Bank Guaranty or, if the Change in Law giving rise to later, on written demand therefor by 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 thereofLender.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO RateTerm SOFR”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term SOFR Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term SOFR Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term SOFR Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketTerm SOFR, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term SOFR Term Loans or to convert Base Rate Term Loans to LIBO Rate Term SOFR Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term SOFR Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term SOFR Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term SOFR Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the eventSubject to clauses (b) and (c) of this Section 2.10, if: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) on (A) prior to the commencement of any Interest Determination Date thatPeriod for a Term Benchmark Borrowing, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, that adequate and fair reasonable means do not exist for ascertaining the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”Daily Simple SOFR, Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the LIBO commencement of any Interest Period for a Term Benchmark Borrowing, the 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 PeriodPeriod or (B) at any time, Daily Simple SOFR 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; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Conversion or Continuation in accordance with the terms of Section 2.6 or a new Notice of Borrowing in accordance with the terms of Section 2.3, (i) any Notice of Conversion/Conversion or Continuation that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Term Benchmark Borrowing and any Notices of Borrowing that requests a LIBO Rate Term Loan Benchmark Revolving Borrowing shall instead be deemed to be an Notice of Conversion or Continuation or a Notice of Borrowing, as applicable, for an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be ineffective permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.10(a) with respect to the Term SOFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (iiy) if any the Borrower delivers a new Notice of Conversion or Continuation in accordance with the terms of Section 2.6 or a new Notice of Borrowing requests in accordance with the terms of Section 2.3, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR Loan. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class. (iv) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (v) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.10. (vi) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vii) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Daily Simple SOFR is not the subject of a LIBO Benchmark Transition Event or (B) an ABR Borrowing if the Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such Borrowing shall be made time as a Borrowing Benchmark Replacement is implemented pursuant to this Section 2.10, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Base Rate Term Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR Loan. (b) If If, after the Closing Date, any Change in Law shall: (i) impose, modify relating to capital adequacy or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on of any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made compliance by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that parent with any Change in Law regarding relating to capital adequacy or liquidity requirements occurring after the Closing 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 on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies and the policies of such Lender’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawfultime, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof promptly after written demand by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of the Borrower shall pay to such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the actual additional amount or amounts necessary to 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 law, rule or regulation as in effect on the Closing Date or to the extent such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(b), 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, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(b) promptly following receipt of such notice. (c) If the Administrative Agent shall have received notice from the Required Lenders that the Term SOFR Rate determined or its holding company, to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as the case may be, as specified in clause (b) or (ccertified by such Lenders) of this Sectionmaking or maintaining its affected Term Benchmark Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and certifying that it the Lenders as soon as practicable thereafter (which notice shall include supporting calculations in reasonable detail). If such notice is given, (i) any Term Benchmark Loan requested to be made on the general practice and policy first day of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, Interest Period shall be delivered made an ABR Loan, (ii) any Loans that were to Lead Borrower and have been converted on the first day of such Interest Period to Term Benchmark Loans shall be conclusive absent manifest errorcontinued as an ABR Loan and (iii) any outstanding Term Benchmark Loans shall be converted, on the first day of such Interest Period, to ABR Loans. The Borrowers shall pay Until such Lender or notice has been withdrawn by the Administrative Agent, no further Term Benchmark Loans shall be made or continued as such, nor shall the case may be, Borrower have the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required convert ABR Loans to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofTerm Benchmark Loans.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO RateAdjusted Term SOFR”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term SOFR Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term SOFR Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any LenderLender (except any such reserve requirement reflected in the Adjusted Term SOFR) or Issuing Bank; (ii) impose on any Lender or the London interbank market Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender Lender, any Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on with respect to its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, Issuing Bank or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender Lender, Issuing Bank or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such LenderLender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Loans whose interest is determined by reference to SOFR, the Term LoansSOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, the LIBO Term SOFR Reference Rate, Adjusted Term SOFR or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketTerm SOFR, then, on upon notice thereof by such Lender to Lead the Borrower (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of such Lender the Lenders to make or SOFR Loans, and any right of the Borrower to continue LIBO Rate Term SOFR Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans SOFR Loans, shall be suspended suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such each affected Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticean Illegality Notice, the Borrowers Borrower shall, if necessary to avoid such illegality, upon demand from such any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term SOFR Loans of such Lender to Base Rate Term LoansLoans (the interest rate on which Base Rate Loans shall, either if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such Lender all affected Lenders may lawfully continue to maintain such LIBO Rate Term SOFR Loans to such day, or immediately, if such any Lender may not lawfully continue to maintain such LIBO Rate SOFR Loans to such day, 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 LoansSOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this SectionSection 2.10, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 ten (10) Business Days after receipt thereof. (f) Failure or delay on the part of any Lender Lender, any Issuing Bank or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, such Issuing Bank’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender Lender, Issuing Bank or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s, such Issuing Bank’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on that prior to the commencement of any Interest Determination Date that, by reason Period for a Borrowing of any changes arising after the date of this Agreement affecting the interbank Eurodollar marketTerm SOFR Term Loans, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Adjusted Term SOFR Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term SOFR Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term SOFR Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term SOFR Term Loans, or to determine or charge interest rates based upon SOFR, the LIBO Term SOFR Reference Rate, Adjusted Term SOFR Rate or, the Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars U.S. Dollars in the London applicable offshore interbank market, then, on notice thereof by such Lender to Lead the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term SOFR Term Loans or to convert Base Rate Term Loans to LIBO Rate Term SOFR Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term SOFR Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term SOFR Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term SOFR Term Loans. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this SectionSection 2.10, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section 2.10 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: If, due to either (i) the Administrative Agent shall have determined introduction of or any change in or in the interpretation of (which determination shall be conclusive absent manifest error) on to the extent any Interest Determination Date that, by reason of any changes arising such introduction or change occurs after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or hereof) any law or regulation or (ii) the Administrative Agent is advised by compliance with any guideline or request from any central bank or other governmental authority adopted or made after the Required Lenders that date hereof (whether or not having the LIBO Rate for such Interest Period will not adequately and fairly reflect force of law), there shall be any increase in the cost to such Lenders any Lender of making agreeing to make or making, funding or maintaining their Loans included in Eurodollar Rate Advances under any Facility, then the relevant Borrower shall from time to time, upon demand by such Borrowing for Lender (with a copy of such Interest Period; then demand to the Administrative Agent), pay to the Administrative Agent shall give notice thereof for the account of such Lender additional amounts sufficient to Lead Borrower compensate such Lender for such increased cost; provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the Lenders by telephone making of such a designation would avoid the need for, or telecopy as promptly as practicable thereafter andreduce the amount of, until such increased cost and would not, in the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise reasonable judgment of such Lender, be otherwise disadvantageous to such notice no longer existLender. A certificate as to the amount of such increased cost, (i) any Notice of Conversion/Continuation that requests submitted to the conversion of any Borrowing torelevant Borrower by such Lender, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective conclusive and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanbinding for all purposes, such Borrowing shall be made as a Borrowing of a Base Rate Term Loanabsent manifest error. (b) If any Change Lender determines in Law shall: (i) impose, modify good faith that compliance with any law or deem applicable regulation enacted or introduced after the date hereof or any reserve, special deposit, liquidity guideline or similar requirement (including request from any compulsory loan requirement, insurance charge central bank or other assessmentgovernmental authority adopted or made after the date hereof (whether or not having the force of law) against assets of, deposits with affects or for the account of, or credit extended by, any Lender; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce would affect the amount of any sum received capital required or receivable expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type or the issuance of the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), each Borrower shall pay to the Administrative Agent hereunder (whether for the account of principalsuch Lender, interest or otherwise)from time to time as specified by such Lender, then the Borrowers will pay additional amounts sufficient to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or to the Administrative Agentissuance or maintenance of any Letters of Credit. A certificate as to such amounts submitted to the relevant Borrower by such Lender, as the case may beshall be conclusive and binding for all purposes, for such additional costs incurred or reduction sufferedabsent manifest error. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding companyIf, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy any Eurodollar Rate Advances, (i) the Required Lenders reasonably determine and liquidity)notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, then from time funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) if fewer than two Reference Banks furnish timely information to time the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (x) each Eurodollar Rate Advance will pay automatically, on the last day of any then existing Interest Period therefor, Convert to a Base Rate Advance, and (y) the obligation of the Lenders to make, or to Convert Advances into, or to Continue, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and such Lender Lenders that the circumstances causing such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction sufferedsuspension no longer exist. (d) If Notwithstanding any Lender determines that other provision of this Agreement, if the introduction of or any Change change in Law has made or in the interpretation of (to the extent any such introduction or change occurs after the date hereof) any law or regulation shall make it unlawful, or that any Governmental Authority has asserted central bank or other governmental authority having appropriate jurisdiction shall assert in writing that it is unlawful, for any Lender or its applicable lending office Eurodollar Lending Office to make, maintain or fund LIBO perform its obligations hereunder to make Eurodollar Rate Term Loans, Advances or to determine continue to fund or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketmaintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to Lead Borrower the Borrowers through the Administrative Agent, any (i) each Eurodollar Rate Advance of such Lender will automatically, upon such demand, Convert to a Base Rate Advance and (ii) the obligation of such Lender to make or continue LIBO Rate Term Loans make, or to convert Base Convert Advances into, or to Continue, Eurodollar Rate Term Loans to LIBO Rate Term Loans Advances shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower shall notify the Borrowers that such Lender has determined that the circumstances giving rise to causing such determination suspension no longer exist. Upon receipt ; provided that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such notice, the Borrowers shall, upon demand from a designation would allow such Lender (with a copy or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans judgment of such Lender to Base Rate Term LoansLender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans be otherwise disadvantageous to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or convertedLender. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or Neither Borrower shall be obligated to pay any additional amounts necessary arising pursuant to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause clauses (a) and (b) or (c) of this Section, and certifying Section 2.09 that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time are attributable to the extent it is legally permitted Excluded Period with respect to do sosuch additional amount; provided that if an applicable law, rule, regulation, guideline or request shall be delivered to Lead Borrower adopted or made on any date and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or applicable to the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. period (fa "Retroactive Period") Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that on which such Lender law, rule, regulation, guideline or request is adopted or made, the Administrative Agent, as limitation on the case may be, notifies Lead Borrower of Borrowers' obligations to pay such additional amounts hereunder shall not apply to the Change additional amounts payable in Law giving rise to such increased costs or reductions and respect of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofRetroactive Period.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender or Issuing Lender shall have determined (which determination shall be conclusive shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by Administrative Agent): (i) on any Interest Rate Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar Eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Eurocurrency Rate”; or (ii) at any time, that any Recipient shall incur increased costs or reduction in the amounts received or receivable hereunder with respect to any Loan because of (x) any Change in Law having general applicability to all comparably situated Lenders or Issuing Lenders within the jurisdiction in which such Lender or Issuing Lender operates since the date of this Agreement such as, for example, but not limited to: (A) the imposition of any Tax of any kind with respect to this Agreement or any Loan (other than (I) Indemnified Taxes and (II) Excluded Taxes); provided, that, if such increased costs are determined by a court of competent jurisdiction in a final non-appealable judgment to have been imposed as a result of a Lender’s or Issuing Lender’s gross negligence or willful misconduct, such Lender or Issuing Lender will promptly repay to the applicable Borrower the amount of any increased costs paid to such Lender or Issuing Lender by such Borrower under this Section 3.6, or (B) a change in official reserve, special deposit, compulsory loan, insurance charge or similar requirements by any Governmental Authority (but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurocurrency Rate) and/or (y) other circumstances since the date of this Agreement affecting such Lender or Issuing Lender or the interbank Eurocurrency market or the position of such Lender or Issuing Lender in such market (excluding, however, differences in a Lender’s or Issuing Lender’s cost of funds from those of Administrative Agent is advised by which are solely the Required Lenders result of credit differences between such Lender or Issuing Lender and Administrative Agent); provided, that, any increased cost arising as a result of any of the foregoing other than in respect of Taxes shall apply only to Eurocurrency Loans; or (iii) at any time, that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included continuance of any Eurocurrency Loan has been made (x) unlawful by any law, directive or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurocurrency market; then, and in any such Borrowing for event, such Interest Period; then Lender or Issuing Lender (or Administrative Agent, in the Administrative Agent case of clause (i) above) shall promptly give notice thereof to Lead Borrower and the Lenders (by telephone or telecopy confirmed in writing) to Borrowers. Thereafter, (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice by Administrative Agent no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing or Notice of a LIBO Conversion or Continuation given by any Borrower with respect to Eurocurrency Loans (other than with respect to conversions to Base Rate Term LoanLoans, which shall be calculated without regard to clause (iii) of the definition thereof) which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower and, in the case of Alternative Currency Loans, such Borrowing Loans shall be made as thereafter bear interest at a Borrowing rate equal to Administrative Agent’s cost of a Base Rate Term Loan. funds for such Alternative Currency plus the Applicable Eurocurrency Margin, (by) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; case of clause (ii) impose on any Lender or the London interbank market any other conditionabove, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing Borrower shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative AgentIssuing Lender, as the case may bewithin ten days of written demand therefor, such additional amount amounts (in the form of an increased rate of, or amounts a different method of calculating, interest or otherwise as will compensate such Lender or the Administrative Agent, Issuing Lender in its sole discretion shall determine) as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary required to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Issuing Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions in amounts received or receivable hereunder (any written notice as to the additional amounts owed to such Lender or Issuing Lender, showing in reasonable detail the reasonable basis for the calculation thereof, submitted to Borrowers’ Agent by such Lender or Issuing Lender shall, absent manifest or demonstrable error, be final and of such Lender’s or the Administrative Agent’s intention to claim compensation thereforconclusive and binding; provided, further, that, no Lender or Issuing Lender shall be entitled to receive additional amounts pursuant to this Section 3.6 for periods occurring prior to the 135th day before the giving of such notice, except that if the Change in Law giving rise to such increased costs or reductions additional amounts is retroactive, then the 180-135 day period referred to above shall be extended to include the period of retroactive effect thereof); and (z) in the case of clause (iii) above, such Borrower shall take one of the actions specified in Section 3.6(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts pursuant to clause (y) of the immediately preceding sentence, each Lender and Issuing Lender shall act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable relate to such Lender’s or Issuing Lender’s loans or letters of credit in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by or Letters of Credit participated, such Lender or Letters of Credit issued by such Issuing Lender whether or not the loan documentation for such other loans or letters of credit permits the Lender to receive increased costs of the type described in this Section 3.6(a).

Increased Costs, Illegality, etc. (a) In the event:event that (x) in the case of clause (i) below, the Administrative Agent and (y) in the case of clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any date for determining the LIBOR Rate for any Interest Determination Date that, Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Restatement Effective Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO LIBOR Rate”; or (ii) at any time, that such 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 Indemnified Taxes, Excluded Taxes or Other Taxes) because of any Change in Law; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lenders in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Restatement Effective Date that materially and adversely affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any such event, such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Holdings, the Borrower, and to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Holdings, 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), (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing or Notice of a LIBO Rate Term Loan, such Borrowing Conversion given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be made deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a Borrowing written notice as to the additional amounts owed to such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), and (z) in the case of a Base Rate Term Loansubclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Loan is affected by the circumstances described in Law Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall: ) either (ix) imposeif a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected LIBOR Loan has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been funded or continued, modify cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (Cy) Other Taxes) on its loansif the affected LIBOR Loan is then outstanding, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be upon at least three Business Days’ notice to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, such additional amount or amounts as will compensate such Lender or then all affected Lenders must be treated in the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame manner pursuant to this Section 2.10(b). (c) If any Lender determines that If, after the Restatement Effective Date, any Change in Law regarding relating to capital adequacy or liquidity requirements of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Restatement Effective 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 on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies and the policies of such Lender’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawfultime, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof promptly after demand by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of the Borrower shall pay to such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the actual additional amount or amounts necessary to 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 to the extent such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), 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, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice. (d) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent or its holding company, as (after consultation with the case may be, as specified in clause Borrower) determines (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and which determination shall be conclusive absent manifest error. The Borrowers shall pay such Lender ), or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure Borrower or delay on the part of any Lender or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided Borrower) that the Borrowers shall Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be required to compensate temporary; or (ii) the administrator of the LIBOR Screen Rate or a Lender or Governmental Authority having jurisdiction over the Administrative Agent pursuant has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice , as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any increased costs or reductions incurred more than 180 days such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the date Required Lenders have delivered to the Administrative Agent written notice that such Lender Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative AgentAgent will promptly so notify the Borrower and each Lender. Thereafter, as (x) the case may be, notifies Lead Borrower obligation of the Change Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the LIBOR Rate component shall no longer be utilized in Law giving rise to such increased costs or reductions and determining the ABR. Upon receipt of such Lender’s notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the Administrative Agent’s intention to claim compensation therefor; providedextent of the affected LIBOR Loans or Interest Periods) or, further, failing that, if will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the Change foregoing clause (y)) in Law giving rise to the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate” shall provide that in no event shall such increased costs or reductions is retroactive, then the 180-day period referred to above shall LIBOR Successor Rate be extended to include the period less than zero for purposes of retroactive effect thereof.this Agreement

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO RateAdjusted Term SOFR”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term SOFR Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term SOFR Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any LenderLender (except any such reserve requirement reflected in the Adjusted Term SOFR) or Issuing Bank; (ii) impose on any Lender or the London interbank market Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender Lender, any Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on with respect to its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, Issuing Bank or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender Xxxxxx, Issuing Bank or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such LenderLender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Loans whose interest is determined by reference to SOFR, the Term LoansSOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, the LIBO Term SOFR Reference Rate, Adjusted Term SOFR or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketTerm SOFR, then, on upon notice thereof by such Lender to Lead the Borrower (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of such Lender the Lenders to make or SOFR Loans, and any right of the Borrower to continue LIBO Rate Term SOFR Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans SOFR Loans, shall be suspended suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such each affected Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticean Illegality Notice, the Borrowers Borrower shall, if necessary to avoid such illegality, upon demand from such any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term SOFR Loans of such Lender to Base Rate Term LoansLoans (the interest rate on which Base Rate Loans shall, either if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such Lender all affected Lenders may lawfully continue to maintain such LIBO Rate Term SOFR Loans to such day, or immediately, if such any Lender may not lawfully continue to maintain such LIBO Rate SOFR Loans to such day, 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 LoansSOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this SectionSection 2.10, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 ten (10) Business Days after receipt thereof. (f) Failure or delay on the part of any Lender Lender, any Issuing Bank or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, such Issuing Bank’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender Lender, Issuing Bank or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s, such Issuing Bank’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (ai) In the event: (i) event that the Administrative Agent Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon the Borrower): (A) on any date for determining the Weighted Average Rate for any Interest Determination Date Reset Period that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on rate; (B) at any time, that the basis provided for Lender shall incur increased costs or reductions in the definition amounts received or receivable hereunder with respect to agreeing to make or making, funding or maintaining any Loans (other than any reduction in the amount received or receivable resulting from the imposition of “LIBO Rate”or a change in the rate of taxes or similar charges), because of (x) any change since the Closing Date in any Applicable Law, guideline or order (or in the interpretation or administration thereof and including the introduction of any new accounting standard, Law or guideline) (such as, for example, but 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 Weighted Average Rate or (y) other circumstances occurring after the Closing Date affecting the interbank Eurodollar market or any other applicable market or the position of the Lender in such market; or (iiC) at any time, that the Administrative Agent is advised making or continuance of any Loan bearing interest determined by reference to the Weighted Average Rate has become unlawful by compliance by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making Lender in good faith with any accounting standard, Law or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan guideline (or of maintaining its obligation to make would conflict with any such Term Loan) accounting standard, Law or guideline not having the force of law but with which the Lender customarily complies even though the failure to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or comply therewith would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.unlawful);

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent) and shall have certified to the Company in writing that it has made such determination with respect to similarly-situated borrowers: (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the London interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) at any time, that such Lender shall incur increased costs or reductions in the Administrative Agent is advised by amounts received or receivable hereunder with respect to any Loan because of (A) any change since the Required Lenders Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, but not limited to: (1) 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 (but excluding, for these purposes, any Taxes payable or subject to indemnification or reimbursement under Section 5.04 and any Excluded Taxes) or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate and/or (B) other circumstances arising since the Effective Date affecting such Lender, the London interbank market or the position of such Lender in such market (including that the LIBO Rate for with respect to such Interest Period will LIBOR Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such LIBOR Loan); or (iii) at any time, that the making or maintaining their Loans included continuance of any LIBOR Loan has been made (A) unlawful by any law or governmental rule, regulation or order, (B) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the London interbank market; then, and in any such Borrowing for event, such Interest Period; then Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Company and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower the Company and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion given by any Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by such Borrower, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, the Borrowers jointly and severally agree to pay to such Lender, upon such Lender’s written request therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as a Borrowing to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Company by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of a Base Rate Term Loanclause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Loan is affected by the circumstances described in Law Section 2.10(a)(iii), the affected Borrower shall: , either (i) imposeif the affected LIBOR Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Administrative Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that such Borrower was notified by the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 2.10(a)(iii) Indemnified Taxes, (B) Excluded Taxes or (Cii) Other Taxes) on its loansif the affected LIBOR Loan is then outstanding, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be upon at least three Business Days’ written notice to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert such LIBOR Loan into a Base Rate Loan; provided, such additional amount or amounts as will compensate such that, if more than one Lender or is affected at any time, then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 2.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any Change change in Law regarding any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning liquidity, capital adequacy, or liquidity requirements has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Lender’s capital Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyRevolving Loan Commitment hereunder or its obligations hereunder, if any, as a consequence of this Agreement or then the Term Loans made by Borrowers jointly and severally agree to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In 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 holding company determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Company, which notice shall show in reasonable detail the basis for any calculation of such reduction sufferedadditional amounts. (d) If any Lender determines that any Change Notwithstanding anything herein to the contrary, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in Law has made it unlawfulconnection therewith and (B) all requests, rules, guidelines or that any Governmental Authority has asserted that it is unlawfuldirectives promulgated by the Bank for International Settlements, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, Basel Committee on Banking Supervision (or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase successor or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (esimilar authority) A certificate of a Lender or the Administrative Agent setting forth the amount United States or amounts necessary foreign regulatory authorities, in each case pursuant to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do soThe Basel III Accord published by The Basel Committee on Banking Supervision, shall in each case be delivered deemed to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender a change in law or regulation after the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. date hereof (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to including this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this 2.10 and Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof3.06).

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Restatement Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO the Eurodollar Rate”; or (ii) at any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Restatement Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request 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 impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable 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 (by telephone confirmed in writing) to the affected Borrower, and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Holdings, any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by such Borrower, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify the respective Borrower or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative AgentBorrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amount amounts (in the form of an increased rate of, or amounts a different method of calculating, interest or otherwise as will such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the affected Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative AgentAgent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, for or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such additional costs incurred Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or reduction sufferedsuch earlier day as shall be required by applicable law). (c) If any Lender determines shall have determined after the Restatement Effective Date that the adoption or effectiveness after the Restatement Effective Date of any Change in Law applicable law, rule or regulation regarding capital adequacy, or liquidity requirements any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such other controlling Person’s capital or on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement Commitment or the Term Loans made by such Lender, Commitments hereunder or its obligations hereunder to a level below that which such Lender or such Lender’s holding company other controlling Person could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other controlling Person’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time time, upon written demand by such Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers will jointly and severally agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company other controlling Person for any such reduction suffered. (d) If any in the rate of return to such Lender determines or such other controlling Person. Each Lender, upon determining in good faith that any Change in Law has made it unlawfuladditional amounts will be payable pursuant to this Section 1.10(c), or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay orwhich notice shall set forth such Lender’s basis for asserting its rights under this Section 1.10(c) and the calculation, if applicablein reasonable detail, convert all LIBO Rate Term Loans of such Lender additional amounts claimed hereunder, although the failure to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon give any such prepayment notice shall not release or conversion, the Borrowers shall also diminish either Borrower’s obligations to pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or additional amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver 1.10(c) upon the subsequent receipt of such notice. A Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to good faith determination of compensation owing under this Section for 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (d) In the event that any increased costs or reductions incurred more than 180 days prior to the date Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the Administrative Agentinterest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, as then, unless such reserves are included in the case may be, notifies Lead Borrower calculation of the Change in Law giving rise interest rate applicable to such increased costs Non-Dollar Denominated Letter of Credit or reductions such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify Holdings and the Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such Lender’s additional amounts) and the Borrowers jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or the Administrative Agent’s intention to claim compensation therefor; provided, further, thatsuch Non-Dollar Denominated Bank Guaranty or, if the Change in Law giving rise to later, on written demand therefor by 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 thereofLender.

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) or (iii)(z) below, may be made only by the Administrative Agent or the Required Lenders): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the any applicable interbank Eurodollar market, (y) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”Term SOFR and (y) and no Successor Rate has been determined in accordance with Section 2.14, and the circumstances under clause (i) of Section 2.14(a) or the Scheduled Unavailability Date has occurred; or (ii) at any time, that such Lender shall incur increased costs or reductions in the Administrative Agent is advised by amounts received or receivable hereunder with respect to any Term SOFR Loan because (x) of any Change in Law since the Required Lenders that Effective Date such as, but not limited to: (A) a Change in Law, subjecting a Recipient to any Taxes (other than (1) Taxes described in clauses (b) through (d) of the LIBO Rate for definition of Excluded Taxes, (2) Indemnified Taxes or (3) 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 Term SOFR and/or (y) Term SOFR with respect to such Interest Period will Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Term SOFR Loan; or (iii) at any time, that the making or maintaining their Loans included continuance of any Term SOFR Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects any applicable interbank market; then, and in any such Borrowing for event, such Interest Period; then Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrowers and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower each of the other Lenders). Thereafter (x) in the case of clause (i) above, Term SOFR Loans shall no longer be available (and the Lenders by telephone or telecopy utilization of the Term SOFR component in determining the Base Rate shall be suspended) until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower the Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Conversion/Continuation that requests given by the conversion Borrowers with respect to Term ​ ​ SOFR Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by the Borrowers, (y) in the case of clause (ii) if any Notice above, the Borrowers agree, subject to the provisions of Borrowing requests a Borrowing Section 2.11(b) (to the extent applicable), to pay to such Lender, within 10 Business Days of a LIBO Rate Term Loansuch Lender’s written request therefor (including reasonably supporting documentation therefor), such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as a Borrowing to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrowers by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of a Base Rate Term Loanclause (iii) above, the Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any Term SOFR Loan is affected by the circumstances described in Law Section 2.10(a)(ii), the Borrowers may, and in the case of a Term SOFR Loan affected by the circumstances described in Section 2.10(a)(iii), the Borrowers shall: , either (ix) imposeif the affected Term SOFR Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Administrative Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Borrowers were notified by such Lender; or (iii) subject any the affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 2.10(a)(ii) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loaniii) or (y) if the affected Term SOFR Loan is then outstanding, upon at least three (3) Business Days’ written notice to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert such Term SOFR Loan into a Base Rate Loan; provided, such additional amount or amounts as will compensate such that, if more than one Lender or is affected at any time, then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 2.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any Change change in Law regarding any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy or liquidity requirements has liquidity, or would any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Lender’s capital Lender or any corporation controlling such Lender based on the capital existence of such LenderXxxxxx’s holding companyCommitments hereunder or its obligations hereunder, if any, as a consequence of this Agreement or then the Term Loans made by Borrowers agree to pay to such Lender, to a level below that which within 10 Business Days of its written demand (including documentation reasonably supporting such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)request) therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. 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 determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender’s holding company , upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrowers, which notice shall show in reasonable detail the basis for any calculation of such reduction sufferedadditional amounts. (d) If any Lender determines that any Change Notwithstanding anything in Law has made it unlawfulthis Agreement to the contrary, the (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or that any Governmental Authority has asserted that it is unlawfuldirectives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for any Lender or its applicable lending office to makeInternational Settlements, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, Basel Committee on Banking Supervision (or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase successor or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (esimilar authority) A certificate of a Lender or the Administrative Agent setting forth the amount United States or amounts necessary foreign regulatory authorities, in each case pursuant to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do soBasel III, shall be delivered deemed to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender a change after the Effective Date in a requirement of law or government rule, regulation or order, regardless of the Administrative Agentdate enacted, as the case may beadopted, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. issued or implemented (f) Failure or delay on the part including for purposes of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 2.10), other than any final rules, regulations, orders, requests, guidelines or directives under the Administrative Agent’s right to demand such compensation; provided Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act that the Borrowers shall not be Lenders are required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days comply with prior to the date of this Agreement (it being understood that such Lender or ​ ​ payments required as a result of this Section 2.10(d) are subject to the Administrative Agentprovisions of Section 2.11(b), as and to the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofextent provided therein).

Increased Costs, Illegality, etc. (a) In Subject to Section 3.05, if (y) in the event:case of clause (i) below, the Administrative Agent or (z) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any date for determining the interest rate applicable to any Eurodollar Loan for any Interest Determination Date thatPeriod, the Required Lenders determine that (A) by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar 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 the definition of “LIBO Rate”; or this Agreement for such Eurodollar Loan or (iiB) the Administrative Agent is advised by the Required Lenders that the LIBO Rate applicable rate of interest for such Interest Period will any Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining their such Eurodollar Loan; or (ii) at any time, 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 Eurodollar Loans included (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 taxes or similar charges) because of a (x) a Change in Law or (y) other circumstances arising after the date such Borrowing for Lender becomes party to this Agreement adversely affecting the London interbank market or the position of such Interest PeriodLender in any such market; then or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the date such Lender becomes party to this Agreement; then, and in each such event, such Lender (or the Administrative 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 (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, the affected Type of Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of and any Borrowing toRequest or Interest Election Request given by the Borrower with respect to such Type of Eurodollar Loans that have not yet been incurred, Converted or continuation Continued shall be deemed rescinded by the Borrower or, in the case of any Borrowing as, a Borrowing Request, shall, at the option of the Borrower, be deemed converted into a LIBO Rate Term Loan shall Borrowing Request for ABR Loans to be ineffective and made on the date of Borrowing contained in such Borrowing Request, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, the Borrower shall pay to such Lender, upon written demand therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall reasonably determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as a Borrowing to the additional amounts owed to such Lender, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of a Base Rate Term Loanclause (iii) above, the Borrower shall take one of the actions specified in Section 3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) If Subject to Section 3.05, at any Change time that any Eurodollar Loan is affected by the circumstances described in Law Section 3.01(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall: ) either (i) imposeif the affected Eurodollar Loan is then being made pursuant to a Borrowing, modify 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 3.01(a)(ii) or deem applicable (iii), cancel said Borrowing, or, in the case of any reserveBorrowing, special deposit, liquidity convert the related Borrowing Request into one requesting a Borrowing of ABR Loans or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for require the account ofaffected Lender to make its requested Loan as an ABR Loan, or credit extended by, any Lender; (ii) impose on any Lender or if the London interbank market any other conditionaffected Eurodollar Loan is then outstanding, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent upon at least one Business Day’s notice to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to Convert each such Eurodollar Loan into an ABR Loan; provided, such additional amount or amounts as will compensate such however, that if more than one Lender or is affected at any time, then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 3.01(b). (c) If any Lender determines shall have determined that after the date such Lender becomes party to this Agreement, the adoption of any Change in Law applicable law, rule or regulation regarding capital adequacy, or liquidity requirements 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 such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, 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 parent corporation’s capital or on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent corporation could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawfultime, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof within 15 days after demand by such Lender to Lead Borrower through together with the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies notice described in the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender next sentence (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of the Borrower shall pay to such Lender to Base Rate Term Loans, either on the last day within 10 days of receipt of the Interest Period therefor, if notice referred to in the next sentence such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the additional amount or amounts necessary as specified in such notice as being required to compensate such Lender or its parent corporation for such reduction. Any affected Lender, upon determining in good faith that any additional amounts are payable pursuant to this Section 3.01(c), will give prompt written notice thereof to the Administrative Agent Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable. (d) Notwithstanding anything in this Agreement, (i) no Lender shall be entitled to compensation or its holding companypayment 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 giving of notice to the Borrower of additional costs or other amounts of the nature described in such Sections, as the case may be, as specified and (ii) no Lender shall demand compensation for any reduction referred to in clause (bSection 3.01(c) or (c) payment or reimbursement of this Section, and certifying that other amounts under Section 3.04 if it is shall not at the time be the general policy or practice and policy of such Lender to demand such compensation from similarly situated compensation, payment or reimbursement of borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereofunder comparable provisions of other credit agreements. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (ai) In the event: (i) the Administrative Agent event that any Lender, including Agent, shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clauses (a) and (b)(y) below, shall be made only after consultation with Company and Agent): (a) on any date for determining the Adjusted Eurodollar Rate for any Interest Determination Date Period that, by reason of any changes arising on or after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders Adjusted Eurodollar Rate so that the LIBO Rate for such Interest Period determined rate will not adequately and fairly reflect the cost costs of the Lender making the relevant Eurodollar Rate Loan; or (b) at any time, that such Lender shall incur increased costs or reductions in the amounts or in the rate of return received or receivable hereunder with respect to any Loan bearing interest by reference to the Adjusted Eurodollar Rate because of (x) any change since the date of this Agreement in any applicable law, governmental rule, regulation, guideline or order whether or not having the force of law (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order) (such Lenders as, for example, but 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 Adjusted Eurodollar Rate); (y) any other circumstances affecting such Lender, the interbank Eurodollar market or the position of such Lender in such market and/or (z) the maintenance of reserves not reflected in the determination of the Adjusted Eurodollar Rate, as the case may be; or (c) at any time, that the making or maintaining their Loans included continuance of any Loan has become unlawful as a result of compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such Borrowing for 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 of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such Interest Period; then the Administrative event, such Lender on such date may give notice (by telephone, confirmed in writing) to Company and to Agent of such determina- tion (which notice Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (a) above, Eurodollar Rate Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower Company and the Lenders that the circumstances giving rise to such notice by Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion of any Borrowing topursuant to subsections 2.1.B or 2.3.E respectively, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan given by Company with respect to such Loans which have not yet been incurred shall be ineffective and deemed rescinded by Company, (iiy) if any Notice in the case of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. clause (b) If any Change above, Company shall pay to such Lender, upon written demand therefor, such additional amounts (in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account form of an increased rate of, or credit extended bya different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof, submitted to Company by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (c) above, Company shall take one of the actions specified in subsection 2.8.A.(ii) as promptly as possible and, in any Lender;event, within the time period required by law. (ii) impose on At any Lender or time that any Loan is affected by the London interbank market any other condition, cost or expense circumstances described in subsection 2.8.A (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term an Affected Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), Company may (and in the case of an Affected Loan pursuant to subsection 2.8.A.(i)(c) shall) either (a) if the Affected Loan is then the Borrowers will pay being made pursuant to such Lender a Notice of Borrowing or the Administrative Agentbeing converted or continued pursuant to a Notice of Conversion/Continuation, cancel said Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. by giving Agent telephonic notice (cconfirmed promptly in writing) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or thereof on the capital of such Lender’s holding company, if any, as same date that Company was notified by a consequence of this Agreement or the Term Loans made by such Lender, Lender pursuant to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawfulsubsection 2.8.A, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Sectionif the Affected Loan is then outstanding, and certifying that it is the general practice and policy of such Lender upon at least three Business Days notice to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as require the case may beLender (the Affected Lender ) who has made such Affected Loan to convert each such Affected Loan into a Base Rate Loan; provided that if more than one Lender is affected at any time, then all Affected Lenders must be treated in the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation same manner pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofsubsection 2.8.A.(ii).

Increased Costs, Illegality, etc. (a) In the event: (i) event that the Administrative Agent shall have reasonably determined (which determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding upon all parties hereto) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do that there does not exist a normal market in Canada for ascertaining the applicable interest rate on the basis provided for purchase and sale of bankers’ acceptances, then, and in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for any such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then event, the Administrative Agent shall within a reasonable time thereafter give notice thereof (if by telephone confirmed in writing) to Lead the Borrower and each of the other Lenders by telephone or telecopy of such determination. Thereafter BA Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead 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), (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing or Notice of a LIBO Rate Term Loan, such Borrowing Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be made deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Borrowing of a Base Rate Term Prime Loan. (b) If If, after the date hereof, the adoption of any Change in Law shall: (i) imposeapplicable law, modify rule or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account ofregulation regarding capital adequacy, or credit extended byany change therein, or any Lender; (ii) impose on 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 the London interbank market any other condition, cost date hereof regarding capital adequacy (whether or expense (other than Taxesnot having the force of law) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender authority, association, central bank or the Administrative Agent of makingcomparable agency, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time time, promptly after demand by such Lender (with a copy to the Borrowers will 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 holding company for compliance with, or pursuant to any request or directive to comply with, any such reduction suffered. (d) If any Lender determines law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any Change additional amounts will be payable pursuant to this Section 2.10(b), will give prompt written notice thereof to the Borrower, which notice shall set forth in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon reasonable detail the LIBO Rate, or any Governmental Authority has imposed material restrictions on basis of the authority calculation of such Lender additional amounts, although the failure to purchase give any such notice shall not, subject to Section 2.13, release or sell, or diminish any of the Borrower’s obligations to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender pay additional amounts pursuant to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon this Section 2.10(b) upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent If any Lender shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date thatthat the adoption or effectiveness, by reason after the Effective Date, of any changes arising applicable law, rule or regulation regarding capital adequacy, or any change after the date of this Agreement affecting Effective Date therein, or any change after the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for Effective Date in the definition of “LIBO Rate”; or (ii) interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making interpretation or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing toadministration thereof, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable compliance by such Lender or the Administrative Agent hereunder any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of principallaw) of any such authority, interest central bank or otherwise)comparable agency, then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such other corporation’s capital or on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement Commitments hereunder or its obligations hereunder to the Term Loans made by such Lender, Borrower to a level below that which such Lender or such Lender’s holding company other corporation could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other corporation’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time time, upon written demand by such Lender (with a copy to the Borrowers will Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this clause (c), such Borrower agrees (to the extent applicable) to pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company other corporation for any such reduction suffered. in the rate of return to such Lender or such other corporation. Each Lender, upon determining in good faith (dand using reasonable averaging and attribution methods) If any Lender determines that any Change in Law has made it unlawfuladditional amounts will be payable pursuant to this Section 2.09(c), or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on will give prompt written notice thereof to the Borrower (a copy of which shall be sent by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay orwhich notice shall set forth such Lender’s basis for asserting its rights under this Section 2.09(c) and the calculation, if applicablein reasonable detail, convert all LIBO Rate Term Loans of such Lender additional amounts claimed hereunder, although the failure to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon give any such prepayment notice shall not release or conversion, diminish the Borrowers shall also Borrower’s obligations to pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or additional amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver 2.09(c) upon the subsequent receipt of such notice. A Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to good faith determination of compensation owing under this Section for any increased costs or reductions incurred more than 180 days prior to 2.09(c) shall, absent manifest error, be final and conclusive and binding on all the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofparties hereto.

Increased Costs, Illegality, etc. (a) In the event:event that (x) in the case of clause (i) below, the Administrative Agent and (y) in the case of clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any date for determining the LIBOR Rate for any Interest Determination Date that, Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Restatement Effective Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO LIBOR Rate”; or (ii) at any time, that such 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 Indemnified Taxes, Excluded Taxes or Other Taxes) because of any Change in Law; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lenders in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Restatement Effective Date that materially and adversely affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any such event, such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Holdings, the Borrower, and to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Holdings, 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), (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing or Notice of a LIBO Rate Term Loan, such Borrowing Conversion given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be made deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a Borrowing written notice as to the additional amounts owed to such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), and (z) in the case of a Base Rate Term Loansubclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Loan is affected by the circumstances described in Law Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall: ) either (ix) imposeif a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected LIBOR Loan has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been funded or continued, modify cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (Cy) Other Taxes) on its loansif the affected LIBOR Loan is then outstanding, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be upon at least three Business Days’ notice to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, such additional amount or amounts as will compensate such Lender or then all affected Lenders must be treated in the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame manner pursuant to this Section 2.10(b). (c) If any Lender determines that If, after the Restatement Effective Date, any Change in Law regarding relating to capital adequacy or liquidity requirements of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Restatement Effective 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 on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies and the policies of such Lender’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawfultime, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof promptly after demand by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of the Borrower shall pay to such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the actual additional amount or amounts necessary to 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 to the extent such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), 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, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice. (d) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent or its holding company, as (after consultation with the case may be, as specified in clause Borrower) determines (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and which determination shall be conclusive absent manifest error. The Borrowers shall pay such Lender ), or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure Borrower or delay on the part of any Lender or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided Borrower) that the Borrowers shall Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be required to compensate temporary; or (ii) the administrator of the LIBOR Screen Rate or a Lender or Governmental Authority having jurisdiction over the Administrative Agent pursuant has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice , as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any increased costs or reductions incurred more than 180 days such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the date Required Lenders have delivered to the Administrative Agent written notice that such Lender Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative AgentAgent will promptly so notify the Borrower and each Lender. Thereafter, as (x) the case may be, notifies Lead Borrower obligation of the Change Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the LIBOR Rate component shall no longer be utilized in Law giving rise to such increased costs or reductions and determining the ABR. Upon receipt of such Lender’s notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the Administrative Agent’s intention to claim compensation therefor; providedextent of the affected LIBOR Loans or Interest Periods) or, further, failing that, if will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the Change foregoing clause (y)) in Law giving rise to the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate” shall provide that in no event shall such increased costs or reductions is retroactive, then the 180-day period referred to above shall LIBOR Successor Rate be extended to include the period less than zero1.00% for purposes of retroactive effect thereof.this Agreement

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Excluded Taxes) on with respect to its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall shall, absent demonstrable error, be final and conclusive absent manifest errorand binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO LIBOR Rate”; (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Rate Loan (including but not limited to: (A) any Tax imposed on any Lender (except Indemnified Taxes or Other Taxes indemnified under Section 5.01 or any Excluded 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 LIBOR Rate) because of a Change in Law; or (iiiii) at any time, that the making or continuance of any LIBOR Rate Loan has been made (x) unlawful by any Change in Law, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice in writing to the Company and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Rate Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests given by the conversion Relevant Borrower with respect to LIBOR Rate Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by the applicable Borrowers, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, each Borrower, jointly and severally, agrees to pay, to such Lender, upon such Lender’s written request therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Company by such Lender and shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto), (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 3.01(b) as a Borrowing of a Base Rate Term Loanpromptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Rate Loan is affected by the circumstances described in Law shall: Section 3.01(a)(ii), the Relevant Borrower 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 (ix) imposeif the affected LIBOR Rate Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for cancel such Borrowing by giving the account of, or credit extended by, any Lender; (ii) impose Administrative Agent written notice on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made same date that the Relevant Borrower was notified by such Lender; or (iii) subject any the affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 3.01(a)(ii) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loaniii) or (y) if the affected LIBOR Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, require the affected Lender to convert such LIBOR Rate Loan into a Base Rate Loan at the end of the applicable Interest Period, or such earlier date as may be required by applicable law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 3.01(b). (c) If any Lender determines that after the Closing Date any Change in Law regarding capital or liquidity requirements has or would will have the effect of reducing increasing the rate amount of return on such Lender’s capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyCommitments hereunder or its obligations hereunder, if anythen, as a consequence of this Agreement or the Term Loans made by each Borrower, jointly and severally, agrees to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In 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 holding company determination of compensation owing under this Section 3.01(c) shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.01(c), will give prompt written notice thereof to the Company, which notice shall show in reasonable detail the basis for any calculation of such reduction sufferedadditional amounts. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted[Reserved]. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified Notwithstanding anything in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time Agreement to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may becontrary, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section 3.01 for any increased costs incurred or reductions incurred suffered more than 180 ninety (90) days prior to the date that such Lender or notifies the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation thereforunder this Section 3.01; provided, furtherhowever, that, if (i) the Change introduction or change referred to in Law Section 3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, then the 18090-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: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any LenderLender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank; (ii) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender Lender, any Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on with respect to its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, Issuing Bank or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender Lender, Issuing Bank or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such LenderLender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender Lender, any Issuing Bank or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, such Issuing Bank’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender Lender, Issuing Bank or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s, such Issuing Bank’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) event that the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement circumstances affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, thenquotations of the Eurodollar Rate are not being provided in the relevant amounts or for the relevant maturities for the purpose of determining a Eurodollar Rate for any portion of the Loans or Holder Advances, on the Agent will give notice thereof by of such Lender determination to Lead Borrower through the Administrative AgentLessee and each Financing Party at least one day prior to the date of an advance or any subsequent Interest Period for a Loan or Holder Advance. If any such notice is given, no Financing Party shall have any obligation of such Lender to make any advance or continue LIBO Rate Term Loans maintain any Loan or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until Holder Advance outstanding at a Eurodollar Rate. Until the earlier of the date any such Lender notifies notice has been withdrawn by the Administrative Agent or the date when the Financing Parties and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt Lessee have mutually agreed upon an alternate method of such notice, determining the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans rates of such Lender to Base Rate Term Loans, either interest payable on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative AgentHolder Advances, as the case may be, the amount shown as Lessee shall not have the right to have additional advances or maintain any portion of Loans or Holder Advances at a Eurodollar Rate, whereupon the Financing Parties and the Lessee shall mutually agree upon an alternate method of determining the rates of interest payable on the Loans and the Holder Advances or such Financing Party's portion of the principal outstanding under all the Loans and Holder Advances shall be immediately due on any such certificate within 10 Business Days after receipt thereofand payable. (fb) Failure Notwithstanding any other provision of the Operative Agreements to the contrary, in the event that it shall become unlawful for any Financing Party to obtain funds in the London interbank market or delay for such Financing Party to maintain a Loan or Holder Advance at the Eurodollar Rate, then, by written notice to the Lessee and to the Agent, such Financing Party may declare that advances will not thereafter be made or the existing Loans or Holder Advances thereafter maintained by such Financing Party hereunder at the Eurodollar Rate, whereupon the Financing Parties and the Lessee shall mutually agree upon an alternate method of determining the rates of interest payable on the part of any Lender Loans and the Holder Advances or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower Financing Party's portion of the Change in Law giving rise to such increased costs or reductions principal outstanding under the Loans and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above Holder Advances shall be extended to include the period of retroactive effect thereofimmediately due and payable.

Increased Costs, Illegality, etc. (a) In If any Lender (or, with respect to clause (i) below, the event:Administrative Agent) shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Eurodollar Rate”; or (ii) at any time, that such Lender shall incur increased costs or reductions in the Administrative Agent amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change arising after the Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Lender pursuant to the laws of the jurisdiction in which it is advised by organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein) or (B) a change in official reserve requirements (except to the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans extent included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and computation of the Lenders Eurodollar Rate or covered by telephone Section 1.11(d)) or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity assessment or similar requirement (including 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; Lender (iior its applicable lending office) impose on any Lender or and/or (y) other circumstances since the London Effective Date affecting the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lendermarket; or (iii) subject at any time after the Effective Date, that the making or continuance of any Eurodollar Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having the force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, 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, and any Notice of Borrowing or Notice of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon its written 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 shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (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 manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.11(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.11(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (Cy) Other Taxes) on its loansif the affected Eurodollar Loan is then outstanding, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be upon at least three Business Days’ written notice to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as request the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case may beof the circumstances described in Section 1.11(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such additional amount Eurodollar Loan (or amounts such earlier date as will compensate such shall be required by applicable law)); provided that, if more than one Lender or is affected at any time as described above in this clause (b), then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 1.11(b). (c) If at any time after the Effective Date any Lender determines that the introduction of or any Change change (which introduction or change shall have occurred after the Effective Date) in Law regarding any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or liquidity requirements has any change in interpretation or would administration thereof by the National Association of Insurance Commissioners (“NAIC”) or any governmental authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Lender’s capital Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyCommitments hereunder or its obligations hereunder, if any, as a consequence of this Agreement or then the Term Loans made by Borrower agrees to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. 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 holding company determination of compensation owing under this Section 1.11(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.11(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for any calculation of such reduction sufferedadditional amounts. (d) If any Lender determines shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any Change marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in Law has made it unlawful, or that respect of any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, Eurodollar Loans or any Governmental Authority has imposed material restrictions category of liabilities which includes deposits by reference to which the interest rate on any Eurodollar Loan is determined or any category of extensions of credit or other assets which includes loans of the authority of such Lender to purchase same or sell, or to take deposits of, dollars in the London interbank marketsimilar type as any Eurodollar Loans, then, on notice thereof by unless such reserves are already being charged for pursuant to Section 1.11(a)(ii), such Lender shall promptly notify the Borrower in writing specifying the additional amounts required to Lead Borrower through indemnify such Lender against the Administrative Agent, any obligation cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans additional amounts) and the Borrower shall, and shall be suspended until obligated to, pay to such Lender notifies such specified amounts as additional interest at the Administrative Agent and Lead Borrower time that the circumstances giving rise Borrower is otherwise required to such determination no longer exist. Upon receipt pay interest in respect of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay Eurodollar Loans or, if applicablelater, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to written demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of therefor by such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) event that the Administrative Agent Lender shall have reasonably determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the London interbank Eurodollar marketmarket for Dollar deposits, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or LIBOR, then the Lender shall promptly give notice to the Borrower of such determination and all Loans (iiwhether then outstanding, initially being made, or made thereafter) shall accrue interest at the Administrative Agent is advised rate equal to the percentage rate per annum reasonably determined by the Required Lenders Lender to be that the LIBO Rate for such Interest Period will not adequately and fairly reflect which expresses as a percentage rate per annum the cost to such Lenders it of making or maintaining their Loans included in such Borrowing for such Interest Period; then obtaining deposits during a relevant period from whatever sources it may reasonably select, plus the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter andApplicable Margin, until such time as the Administrative Agent Lender notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice by the Lender no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for If the account Lender reasonably determines that after the Effective Date the introduction of, or credit extended byany change in, any applicable law or governmental rule, regulation, order, directive or request (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, or compliance therewith by the Lender (or its applicable lending office) will have the effect of increasing the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender based on the existence of the Commitment hereunder or the Lender;'s obligations hereunder, then the Borrower agrees to pay to the Lender, upon its written demand therefor, such additional amounts as shall be required to compensate the Lender or such other corporation for the increased cost to the Lender or such other corporation or the reduction in the rate of return to the Lender or such other corporation as a result of such increase of capital. (ii) impose on At any time after the Effective Date that the Lender shall incur increased costs or reductions in the London interbank market amounts received or receivable hereunder with respect to the Lender's agreement to make or its making, funding or maintaining any other condition, cost or expense Loan (other than Taxesrelating to Taxes which are governed by Section 3.04) affecting this Agreement because of any change since the Effective Date in any applicable law or Loans made by governmental rule, regulation, order or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request, such as, but not limited to, a change in official reserve requirements with respect to the Loans, the Borrower shall fully reimburse the Lender; or, upon its first written demand therefor, for such increased costs or reductions. (iii) subject any Lender or In determining the Administrative Agent additional amounts payable pursuant to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwisethis Section 1.07(b), then the Borrowers Lender will pay act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that the Lender's determination of compensation owing under this Section 1.07(b) shall, absent manifest error, be final and conclusive and binding on the Borrower. The Lender, upon determining that any additional amounts will be payable pursuant to such Lender or this Section 1.07(b), will give prompt written notice thereof to the Administrative AgentBorrower, as which notice shall show in reasonable detail the case may be, basis for calculation of such additional amount amounts and contain a certification by the Lender that, in its reasonable opinion, it has exercised reasonable efforts to minimize or amounts as will compensate eliminate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedincrease. (c) If If, at any Lender determines that any Change in Law regarding capital time, the making or liquidity requirements has or would have continuance by the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to makeof any Loan has been made (x) unlawful by any law or governmental rule, maintain regulation or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) order or (cy) impossible by compliance by the Lender in good faith with any governmental request (whether or not having force of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactivelaw), then the 180-Lender shall promptly provide written notice to such effect to the Borrower. The Lender shall promptly make a determination whether in its reasonable opinion it would be practicable to change the jurisdiction of the applicable lending office such that the relevant Loans shall remain outstanding. If the Lender and the Borrower are unable to agree upon a change in jurisdiction within 60 days of the date of such notice from the Lender, then the Borrower shall promptly prepay the Loans in their entirety, without premium or penalty, upon the expiration of such 60 day period referred period, unless by law the Lender is required to above shall be extended to include immediately terminate the period of retroactive effect thereofLoans.

Increased Costs, Illegality, etc. (a) In the event:event that (y) in the case of clause (i) below, the Administrative Agent or (z) in the case of clauses (ii) and (iii) below, any Lender or other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any date for determining the interest rate applicable to any SOFR Loan or CDOR Loan for any Interest Determination Date Period that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar marketEffective Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”this Agreement for such SOFR Loan or CDOR Loan; or (ii) at any time, that such Lender or other Recipient shall incur increased costs or reductions in the Administrative Agent is advised amounts received or receivable by it hereunder in an amount that such Lender or other Recipient deems material with respect to any SOFR Loans or CDOR Loans (other than any increased cost or reduction in the Required Lenders that amount received or receivable resulting from the LIBO Rate for such Interest Period will not adequately and fairly reflect imposition of or a change in the cost to such Lenders rate of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer existany (A) Indemnified Taxes, (iB) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. Taxes described in clauses (b) If through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (x) any Change in Law shall: since the Effective Date (i) imposeincluding, modify or deem applicable but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirement requirements (including 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; (ii) impose on any Lender or other Recipient) or (y) other circumstances adversely affecting the London interbank market any other condition, cost availability of Term SOFR or expense (other than Taxes) affecting this Agreement or Loans made by such Lenderthe CDOR Rate; or (iii) subject at any time, that the making or continuance of any SOFR Loan or CDOR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Effective Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Effective Date that materially adversely affects the availability of SOFR or the CDOR Rate; then, and in each such event, such Lender or other Recipient (or the Administrative Agent to any Taxes in the case of clause (other than i) above) shall (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes1) on its loans, loan principal, commitments, or other obligations, promptly following such date or its deposits, reserves, other liabilities or capital attributable thereto; time and the result of any (2) within 10 Business Days of the foregoing shall be date on which such event no longer exists give notice (by telephone confirmed in writing) to increase the cost Borrower and to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan such determination (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or which notice the Administrative Agent hereunder shall promptly transmit to each of the other Lenders or other Recipients). Thereafter (whether x) in the case of principalclause (i) above, interest the affected Type of SOFR Loans or otherwise)CDOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, then and any Notice of Borrowing or notice of continuation or conversion given by the Borrowers will Borrower with respect to such Type of SOFR Loans or CDOR Loans that have not yet been incurred, converted or continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender or other Recipient, 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 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 (a written notice as to the additional amounts owed to such Lender or other Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) 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 SOFR Loan or CDOR Loan is affected by the circumstances described in Section 2.14(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan or CDOR Loan affected pursuant to Section 2.14(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan or CDOR Loan is then being made pursuant to a 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)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, or (ii) if the affected SOFR Loan or CDOR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, as require the case may be, such additional amount or amounts as will compensate such affected Lender or other Recipient to convert each such SOFR Loan or CDOR Loan into a Base Rate Loan; provided, however, that if more than one Lender or other Recipient is affected at any time, then all affected Lenders or other Recipients must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 2.14`(b). (c) If any Lender determines shall have determined that after the Effective Date, any Change in Law regarding capital adequacy or liquidity requirements by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent corporation could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time time, within 15 days after written demand by such Lender (with a copy to the Borrowers will 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. Each Lender’s holding company for , upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.14(c), 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, which basis must be reasonable, although the failure to give any such reduction sufferednotice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.14(c) upon the subsequent receipt of such notice. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent Issuing Bank or its holding company, as the case may be, as specified in clause paragraph (a), (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, Section shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative AgentIssuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days days after receipt thereof. (e) Notwithstanding the foregoing, the provisions of Section 2.22 shall apply with respect to a Benchmark Transition Event. (f) Failure or delay on the part of any Lender or the Administrative Agent Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative AgentIssuing Bank’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender or the Administrative Agent Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 270 days prior to the date that such Lender or the Administrative AgentIssuing Bank, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative AgentIssuing Bank’s intention to claim compensation therefor; provided, further, provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the London interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) at any time, that such Lender shall incur increased costs or reductions in the Administrative Agent is advised by amounts received or receivable hereunder with respect to any LIBOR Loan because of (A) any change since the Required Lenders Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, but not limited to: (1) 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 Taxes that are indemnified under Section 5.04 and Excluded Taxes) or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate and/or (B) other circumstances arising since the Effective Date affecting such Lender, the London interbank market or the position of such Lender in such market (including that the LIBO Rate for with respect to such Interest Period will LIBOR Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such LIBOR Loan); or (iii) at any time, that the making or maintaining their Loans included continuance of any LIBOR Loan has been made (A) unlawful by any law or governmental rule, regulation or order, (B) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the London interbank market; then, and in any such Borrowing for event, such Interest Period; then Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests given by the conversion Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by the Borrower, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, the Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as a Borrowing 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 manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of a Base Rate Term Loanclause (iii) above, the Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Loan is affected by the circumstances described in Law Section 2.10(a)(ii), the Borrower may, and in the case of a LIBOR Loan affected by the circumstances described in Section 2.10(a)(iii), the Borrower shall: , either (i) imposeif the affected LIBOR Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Administrative Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Borrower was notified by such Lender; or (iii) subject any the affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 2.10(a)(ii) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loaniii) or (ii) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ written notice to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert such LIBOR Loan into a Base Rate Loan; provided that, such additional amount or amounts as will compensate such if more than one Lender or is affected at any time, then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 2.10(b). (c) If any Lender determines that after the Effective Date the introduction of or any Change change in Law regarding any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or liquidity requirements has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Lender’s capital Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyRevolving Loan Commitment hereunder or its obligations hereunder, if any, as a consequence of this Agreement or then the Term Loans made by Borrower agrees to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. 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 holding company determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for any calculation of such reduction sufferedadditional amounts. (d) If Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lender determines that any Change successor or similar authority) or the United States or foreign regulatory authorities, in Law has made it unlawfuleach case pursuant to Basel III, in each case shall be deemed to be a change after the Effective Date in a requirement of law or that any Governmental Authority has asserted that it is unlawfulgovernmental rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including, without limitation, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) purposes of this Section, Section 2.10 and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereofSection 3.06). (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (A) below, may be made only by the Administrative Agent or the Required Lenders, as applicable): (iA) Unless and until a Replacement Rate is implemented in accordance with Section 2.10(f), (x) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any that either Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Determination Date thatPeriod of such Loan, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, or adequate and fair reasonable means do not exist for ascertaining LIBOR for such Interest Period, including, without limitation, because the applicable interest Administrative Agent determines that either inadequate or insufficient quotations of the London interbank offered rate on exist or the basis provided for in the definition use of “LIBO Rate”; or LIBOR” has been discontinued or (iiy) the Administrative Agent is advised by shall have received notice from the Required Lenders that the LIBO Rate for such Interest Period will LIBOR does not adequately and fairly reflect the cost to such Lenders of making making, funding or maintaining their LIBOR Loans included in such Borrowing for such Interest Period; (B) at any time, that such Lender shall incur increased costs, Taxes (other than Excluded Taxes and Indemnified Taxes which are otherwise provided for in Section 4.04) or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loan because of (x) any change since the Closing Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate and/or (y) other circumstances arising since the Closing Date affecting such Lender, the London interbank market or the position of such Lender in such market (including that the LIBOR Rate with respect to such LIBOR Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBOR Loan); or (C) at any time, that the making or continuance of any LIBOR Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the London interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (A) above) shall promptly give notice (by telephone promptly confirmed in writing) to Borrower 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 in the case of clause (A) above, (x) then the Administrative Agent shall give written notice thereof to Lead the Borrower and to the Lenders by telephone or telecopy as promptly soon as practicable thereafter andthereafter, (y) until the Administrative Agent notifies Lead shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i1) any Notice the obligations of Conversion/Continuation that requests the conversion of any Borrowing toLenders to make LIBOR Loans, or continuation of any Borrowing asto continue or convert outstanding Loans as or into LIBOR Loans, a Borrowing of a LIBO Rate Term Loan shall be ineffective suspended and (ii2) if any Notice all such affected Loans shall be converted into Base Rate Loans on the last day of Borrowing requests a Borrowing the then current Interest Period applicable thereto. Thereafter in the case of a LIBO Rate Term Loanclause (B) above, Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall reasonably determine after consultation with Borrower) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as a Borrowing to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to Borrower by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto). Thereafter in the case of a Base Rate Term Loanclause (C), Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Loan is affected by the circumstances described in Law (a)(B), Borrower may, and in the case of a LIBOR Loan affected by the circumstances described in (a)(C), Borrower shall: , either (ix) imposeif the affected LIBOR Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Administrative Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that Borrower was notified by the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any affected Lender or the Administrative Agent pursuant to any Taxes (other than (Aa)(B) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loana)(C) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ written notice to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert such LIBOR Loan into a Base Rate Loan, such additional amount or amounts as will compensate such provided that, if more than one Lender or is affected at any time, then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 2.10(b). (c) If any Lender determines that after the Closing Date the introduction of or any Change change in Law regarding any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, liquidity, or liquidity requirements has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Lender’s capital Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyLoans or Term Loan Commitments hereunder or its obligations hereunder, if any, as a consequence of this Agreement or the Term Loans made by then Borrower agrees to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. 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 holding company determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts, will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such reduction sufferednotice shall not release or diminish Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon the subsequent receipt of such notice. (d) If any Lender determines that any Change Notwithstanding anything in Law has made it unlawfulthis Agreement to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or that any Governmental Authority has asserted that it is unlawfulin implementation thereof and (y) all requests rules, guidelines or directives promulgated by the Bank for any Lender or its applicable lending office to makeInternational Settlements, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, Basel Committee on Banking Supervision (or any Governmental Authority has imposed material restrictions on successor or similar authority) or the authority of such Lender United States regulatory authorities, in each case pursuant to purchase or sellBasel III, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies deemed to be a change after the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt Closing Date in a requirement of such noticelaw or government rule, the Borrowers shallregulation or order, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day regardless of the Interest Period therefordate enacted, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such dayadopted, issued or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or convertedimplemented (including for purposes of this Section 2.10). (e) A certificate For the avoidance of a Lender doubt, this Section 2.10 shall not apply to any Excluded Taxes, or to any Indemnified Taxes, which are otherwise provided for in Section 4.04. (f) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause determines (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and which determination shall be conclusive absent manifest error. The Borrowers ) that (i) any of the circumstances described in Section 2.10(a)(A) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.10(a)(A) are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall pay such Lender or no longer be used for determining interest rates for loans, then the Administrative Agent, as in consultation with the Borrower, shall endeavor to establish an alternate index rate (the “Replacement 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, in which case may bethe Replacement Rate shall, subject to the amount shown as due on any following provisions of this Section 2.10(f), replace such certificate within 10 Business Days after receipt thereof. applicable interest rate for all purposes under the Loan Documents unless and until (fA) Failure an event described in Section 2.10(a)(A), this Section 2.10(f)(i), (f)(ii) or delay on (f)(iii) occurs with respect to the part of any Lender Replacement Rate or (B) the Required Lenders through the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or notify the Administrative Agent’s right to demand such compensation; provided Borrower that the Borrowers Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall not be required to compensate a Lender or amended solely with the consent of the Administrative Agent pursuant to this Section for any increased costs and the Borrower as may be necessary or reductions incurred more than 180 days prior to appropriate, in the date that such Lender or opinion of the Administrative Agent, to effect the provisions of this Section 2.10(f). Notwithstanding anything to the contrary in Section 12.11, such amendment shall become effective without any further action or consent of any Lender so long as the case may beAdministrative Agent shall not have received, notifies Lead Borrower of within ten (10) Business Days after the Change in Law giving rise date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such increased costs or reductions and amendment (which amendment shall not be effective prior to the end of such Lender’s ten (10) Business Day notice period). To the extent the Replacement Rate is adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent’s intention , such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. If the Administrative Agent makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of any Base Rate Loan to, or continuation of any LIBOR Loan as, a LIBOR Loan shall be ineffective, and (y) if any notice of borrowing requests a LIBOR Loan, such Loan shall be made as a Base Rate Loan. Notwithstanding anything contained herein to claim compensation therefor; provided, further, thatthe contrary, if the Change such Replacement Rate as determined in Law giving rise this paragraph is determined to be less than 1.00% per annum, such increased costs or reductions is retroactive, then the 180-day period referred to above rate shall be extended deemed to include be 1.00% per annum for the period purposes of retroactive effect thereofthis Agreement.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (a) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the London interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) on any Notice of Conversion/Continuation that requests the conversion Interest Determination Date that, by reason of any Borrowing to, or continuation changes arising after the date of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or this Agreement affecting the London interbank market any other conditionmarket, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or adequate and fair means do not exist for ascertaining the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, applicable interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital basis provided for the definition of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for “LIBO Rate”. orthat any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Loans whose interest is determined by reference to SOFR, the Term LoansSOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or to charge interest rates based upon upon, SOFR, the LIBO Term SOFR Reference Rate, Adjusted Term SOFR or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketTerm SOFR, then, on upon notice thereof by such Lender to Lead the Borrower (through the Administrative Adminstrative Agent), (a) any obligation of such Lender the Lenders to make or Term SOFR Loans, and any right of the Borrower to continue LIBO Rate Term SOFR Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans SOFR Loans, shall be suspended suspended, and (b) the interest rate on which Base Rate Loans 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”, in each case until such Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrowers Borrower shall, if necessary to avoid such illegality, upon demand from such any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Term SOFR Loans to Base Rate Term 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 Term LoansRate”), either on the last day of the Interest Period therefor, if such Lender all affected Lenders may lawfully continue to maintain such LIBO Rate Term SOFR Loans to such day, or immediately, if such any Lender may not lawfully continue to (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to maintain any LIBOR Loan because of any change since the Effective Date (or the date such Lender became a Lender hereunder, if later) in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, but not limited to: (A) 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 LIBO Rate, or (B) any change subjecting any Recipient to any Taxes (except for Excluded Taxes and any Indemnified Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; orif, 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 prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or , together with any additional amounts required pursuant to Section 2.11. Subject to Section 2.10(d), if the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause determines (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and which determination shall be conclusive and binding absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) A. In the event: (i) event the Administrative Agent Bank shall have determined (which determination shall be conclusive shall, absent manifest errorerror be final and conclusive and binding upon all parties): (i) on any date for determining the rate applicable to any Quoted LIBOR Rate Election for any Interest Determination Date thatPeriod, that by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”such Quoted LIBOR Rate Election; or (ii) at any time, that by reason of (x) any change since the Administrative Agent is advised by date of this Agreement in any applicable law or governmental rule, regulation, guideline or order (or any interpretation thereof and including the Required Lenders that intro- duction of any new law or governmental rule, regulation, guideline or order) (such as for example, but not limited to, a change in capital adequacy requirements or in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the LIBO extent included in the computation of the Quoted LIBOR Rate for and/or (y) other circumstances affecting a Bank or the interbank Eurodollar market or the position of such Interest Period will Bank in such market, the Quoted LIBOR Rate or T-Xxxx Rate shall not adequately and fairly reflect represent the cost effective pricing to such Lenders of making Bank for funding or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO affected Quoted LIBOR Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such LenderElection; or (iii) subject at any Lender time, that the making or continuance of any Quoted LIBOR Rate Election has become unlawful by compliance by a Bank in good faith with any law, governmental rule, regulation, guideline or order, or has become impracticable as a result of a contingency occurring after the Administrative Agent date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, the Bank shall on such date give notice to any Taxes (other than (A) Indemnified TaxesBorrower of such determination. Thereafter, (Bx) Excluded Taxes or in the case of clauses (Ci) Other Taxesand (ii) on its loansabove, loan principalBorrower shall pay to each Bank, commitmentsupon written demand therefor, such additional amounts (in the form of an increased rate of, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result a different method of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principalcalculating, interest or otherwiseotherwise as such Bank in its sole discretion shall determine) as shall be required to cause such Bank to receive interest with respect to its affected Quoted LIBOR Rate Election at a rate per annum which shall equal the effective pricing to the Bank to make or maintain such Quoted LIBOR Rate Election, respectively, plus 2.25 percent per annum (a written notice as to additional amounts owed such Bank, showing the basis for the calculation thereof, submitted to Borrower by such Bank shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto) and (y) in the case of clause (iii), take one of the actions specified in Section 3.3.3. C. below, as promptly as possible and, in any event, within the time period required by law. B. If the Bank determines that (i) maintenance of any Quoted LIBOR Rate Election would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, (ii) deposits of a type and maturity appropriate to match fund any Quoted LIBOR Rate Election are not available , (ii) the Quoted LIBOR Rate does not accurately reflect the cost of making or maintaining a Quoted LIBOR Rate Election, then the Borrowers will pay Bank shall suspend the availability of the affected rate option and require any Quoted LIBOR Rate Election outstanding under an affected rate option to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedbe repaid. (c) If C. At any Lender determines time that any Change of its Quoted LIBOR Rate Elections are affected by the circumstances described in Law regarding capital Section 2.3.3.A.(iii), Borrower shall either (x) if the affected Quoted LIBOR Rate Election is then being made pursuant to an initial borrowing or liquidity requirements has a conversion, cancel said borrowing or would have conversion by giving the effect of reducing the rate of return on such Lender’s capital or Bank telephonic notice confirmed in writing thereof on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or same date that Borrower was notified by the Term Loans made by such Lender, Bank pursuant to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawfulSection 2.3.3.A, or that any Governmental Authority has asserted that it is unlawful(y) if the affected Quoted LIBOR Rate Elections are then outstanding, for any Lender or its applicable lending office upon at least two (2) Business Days' notice to makethe Bank, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon require the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or Bank to convert Base each affected Quoted LIBOR Rate Term Loans to LIBO Election into a Prime Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or convertedElection. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent or the Required Lenders, as set forth below): (i) (x) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Restatement Effective Date affecting the interbank Eurodollar market, the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or Eurodollar Rate or (iiy) the Administrative Agent is advised by the Required Lenders that the LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender, or any franchise tax based on the net income or profits of such Lender, in either case pursuant to the laws of the United States of Americas, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Borrowing for Lender, the interbank Eurodollar market or the position of such Interest PeriodLender in such market (including the Eurodollar Rate with respect to such Eurodollar Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurodollar Loan); then orprovided (iii) at any time, that the making or continuance of any Eurodollar Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing or other electronic means) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests given by the conversion Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by the Borrower, (y) in the case of clause (ii) if any Notice above, the Borrower agrees, subject to the provisions of Borrowing requests a Borrowing of a LIBO Rate Term LoanSection 13.15 (to the extent applicable), to pay to such Lender, upon such Lender’s written request therefor, such Borrowing 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 made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof, submitted to the Borrower by such Lender in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.102.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to the Borrower of any of the events described in clause (i) or (iii) above, it shall promptly notify the Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Borrowing Lender, the obligations of a such Lender to make Eurodollar Loans and to convert Base Rate Term LoanLoans into Eurodollar Loans on the terms and conditions contained herein shall be reinstated. (b) If At any Change time that any Eurodollar Loan is affected by the circumstances described in Law Section 1.102.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.102.10(a)(iii), the Borrower shall: , either (ix) imposeif the affected Eurodollar Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Administrative Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Borrower was notified by such Lender; or (iii) subject any the affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 1.102.10(a)(ii) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loaniii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s written notice to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan at the end of the then current Interest Period or at such earlier date as may be required to eliminate such circumstance or to comply with applicable law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 1.102.10(b). (c) If any Lender determines that after the Restatement Effective Date the introduction or effectiveness of or any Change change in Law regarding any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or liquidity requirements has any change in interpretation or would administration thereof by any governmental authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Lender’s capital Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyCommitment hereunder or its Loans or obligations hereunder, if anythen the Borrower agrees, as a consequence subject to the provisions of this Agreement or Section 13.15 (to the Term Loans made by extent applicable), to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. 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 holding company determination of compensation owing under this Section 1.102.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.102.10(c), will give written notice thereof to the Borrower, which notice shall show the basis for any calculation of such reduction sufferedadditional amounts. (d) If any Lender determines that any Change Notwithstanding anything in Law has made it unlawfulthis Agreement to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or that any Governmental Authority has asserted that it is unlawfulin implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for any Lender or its applicable lending office to makeInternational Settlements, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, Basel Committee on Banking Supervision (or any Governmental Authority has imposed material restrictions on successor or similar authority) or the authority of such Lender United States or foreign regulatory authorities, in each case pursuant to purchase or sellBasel III, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies deemed to be a change after the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt Restatement Effective Date in a requirement of such noticelaw or government rule, the Borrowers shallregulation or order, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day regardless of the Interest Period therefordate enacted, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such dayadopted, issued or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or convertedimplemented (including for purposes of this Section 1.102.10 and Section 2.063.06). (e) A certificate of a Lender or If at any time the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause determines (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and which determination shall be conclusive absent manifest error. The Borrowers shall pay ) that (i) the circumstances set forth in clause (a)(i) have arisen and such Lender circumstances are unlikely to be temporary or (ii) the Administrative Agentcircumstances set forth in clause (a)(i) have not arisen, as but the case may be, administrator of the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure Eurodollar Rate or delay on the part of any Lender or a Governmental Authority having jurisdiction over the Administrative Agent to demand compensation pursuant to this Section has made a public statement identifying a specific date after which the Eurodollar Rate shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not no longer be required to compensate a Lender or used for determining interest rates for loans, then the Administrative Agent pursuant and the Borrower shall endeavor to establish an alternative 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 shall enter into an amendment to this Section Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but, for any increased costs or reductions incurred more than 180 days prior the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 13.12, 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 stating that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise Required Lenders object to such increased costs or reductions and amendment. Until an alternate rate of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above interest shall be extended determined in accordance with this clause (e), any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to include Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the period of retroactive effect thereofBorrower.

Increased Costs, Illegality, etc. (a) In the event:event that (x) in the case of clause (i) below, the Administrative Agent and (y) in the case of clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any date for determining the LIBOR Rate for any Interest Determination Date that, Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Restatement Effective Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO LIBOR Rate”; or (ii) at any time, that such 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 Indemnified Taxes, Excluded Taxes or Other Taxes) because of any Change in Law; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lenders in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Restatement Effective Date that materially and adversely affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any such event, such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Holdings, the Borrower, and to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Holdings, 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), (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing or Notice of a LIBO Rate Term Loan, such Borrowing Conversion given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be made deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a Borrowing written notice as to the additional amounts owed to such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), and (z) in the case of a Base Rate Term Loansubclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Loan is affected by the circumstances described in Law Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall: ) either (ix) imposeif a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected LIBOR Loan has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been funded or continued, modify cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (Cy) Other Taxes) on its loansif the affected LIBOR Loan is then outstanding, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be upon at least three Business Days’ notice to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, such additional amount or amounts as will compensate such Lender or then all affected Lenders must be treated in the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame manner pursuant to this Section 2.10(b). (c) If any Lender determines that If, after the Restatement Effective Date, any Change in Law regarding relating to capital adequacy or liquidity requirements of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Restatement Effective 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 on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies and the policies of such Lender’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawfultime, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof promptly after demand by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of the Borrower shall pay to such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the actual additional amount or amounts necessary to as will compensate such Lender or the Administrative Agent or its holding companyparent for such actual reduction, as the case may beit being understood and agreed, as specified in clause (b) or (c) of this Sectionhowever, and certifying that it is the general practice and policy of such a Lender shall not be entitled to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Administrative AgentBorrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, as the case may be, the amount shown as due on upon determining in good faith that any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall not constitute a waiver set forth in reasonable detail the basis of the calculation of such Lenderadditional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s or the Administrative Agent’s right obligations to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pay additional amounts pursuant to this Section for 2.10(c) promptly following receipt of such notice. (d) Notwithstanding anything to the contrary herein or in any increased costs other Credit Document: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or reductions incurred more than 180 days prior to loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month U.S. dollar LIBOR tenor settings. On the earliest of (A) the date that such Lender all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the Administrative AgentFCA pursuant to public statement or publication of information to be no longer representative, as (B) June 30, 2023 and (C) the case may be, notifies Lead Borrower Early Opt-in Effective Date in respect of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, thata SOFR Early Opt-in, if the Change then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in Law giving rise respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to such increased costs this Agreement or reductions any other Credit Document. If the Benchmark Replacement is retroactiveDaily Simple SOFR, then the 180-day period referred to above shall all interest payments will be extended to include the period of retroactive effect thereofpayable on a quarterly basis.

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Euro Rate”; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Euro Rate Loan because of (x) any Change in Law, such as, for example, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); (iii) at any time, that the making or continuance of any Euro Rate Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request 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 impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the applicable interbank market; or (iv) at any time that a Non-Dollar Currency is not available in sufficient amounts, as determined in good faith by the Administrative Agent, to fund any Borrowing of Non-Dollar Denominated Loans requested pursuant to Section 2.01; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (w) in the case of clause (i) above, (A) in the event Eurodollar Loans are so affected, Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests given by the conversion Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective deemed rescinded by the Borrower and (B) in the event that any Non-Dollar Denominated Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso to the definition of the relevant Euro Rate, (x) in the case of clause (ii) if above, the Borrower agrees to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the Borrower by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(a) upon the subsequent receipt of such notice), (y) in the case of clause (iii) above, the Borrower or shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (iv) above, Non-Dollar Denominated Loans denominated in the affected Non-Dollar Currency (exclusive of any such Non-Dollar Denominated Loans which have theretofore been funded) 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, and any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, or notice pursuant to Section 2.03(b)(i) given by the Borrower with respect to such Borrowing Non-Dollar Denominated Loans which have not been incurred shall be made as a Borrowing deemed rescinded by the Borrower. Each of a Base Rate Term Loanthe Administrative Agent and each Lender agrees that if it gives notice to the Borrower of any of the events described in clause (i), (ii), (iii) or (iv) above, it shall promptly notify the Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) If At any Change time that any Euro Rate Loan is affected by the circumstances described in Law shall: (iSection 2.10(a)(ii) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii), the Borrower may (and in the case of a Euro Rate Loan affected by the circumstances described in Section 2.10(a)(iii) subject any shall) either (x) if the affected Euro Rate Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Euro Rate Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a Eurodollar Loan, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 2.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law) and (B) in the case of any Taxes Euro Rate Loan (other than (A) Indemnified Taxesa Eurodollar Loan), repay all outstanding Borrowings which include such affected Euro Rate Loans in full in accordance with the applicable requirements of Section 5.01; provided that, (Bi) Excluded Taxes if the circumstances described in Section 2.10(a)(iii) apply to any Non-Dollar Denominated Loan, the Borrower, may, in lieu of taking the actions described above, maintain such Non-Dollar Denominated Loan outstanding, in which case, (x) in the case of Euro Denominated Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of “Euro LIBOR” or (Cy) Other Taxes) on its loansin the case of Sterling Denominated Term Loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing applicable Euro Rate shall be determined on the basis provided in the proviso to increase the cost to such Lender or the Administrative Agent definition of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative AgentSterling LIBOR, as the case may be, unless the maintenance of such additional amount or amounts as will compensate Non-Dollar Denominated Loan outstanding on such basis would not stop the conditions described in Section 2.10(a)(iii) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (ii) if more than one Lender or is affected at any time, then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 2.10(b). (c) If any Lender or Issuing Lender determines in good faith that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement Agreement, or the Term Loans made by by, or issuance of, or participations in Letters of Credit by, such Lender, Lender or Issuing Lender to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could would have achieved with respect to such Lender’s or Issuing Lender’s Loans and issuance of, or participations in, Letters of Credit but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time the Borrowers Borrower (with respect to the affected Loans or Letters of Credit or participations therein of such Lender or Issuing Lender) will pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered. (d) If any . Each Lender determines and each Issuing Lender, upon determining in good faith that any Change in Law has made it unlawfuladditional amounts will be payable pursuant to this Section 2.10(c), or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on will give prompt written notice thereof to the Borrower (a copy of which shall be sent by such Lender to Lead Borrower through the Administrative Agent, any obligation of such or Issuing Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay orwhich notice shall set forth such Lender’s or Issuing Lender’s basis for asserting its rights under this Section 2.10(c) and the calculation, if applicablein reasonable detail, convert all LIBO Rate Term Loans of such Lender additional amounts claimed hereunder, although the failure to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon give any such prepayment notice shall not release or conversion, diminish the Borrowers shall also Borrower’s obligations to pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or additional amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver 2.10(c) upon the subsequent receipt of such notice. A Lender’s or the Administrative AgentIssuing Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to good faith determination of compensation owing under this Section for 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. In the event that any increased costs or reductions incurred more than 180 days prior to the date Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Loans or any category of liabilities which includes deposits by reference to which the Administrative Agentinterest rate on any Non-Dollar Denominated Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, as then, unless such reserves are included in the case may be, notifies Lead Borrower calculation of the Change in Law giving rise interest rate applicable to such increased costs Non-Dollar Denominated Loans or reductions and in Section 2.10(a)(ii), such Lender shall promptly notify the Borrower in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such Lender’s or additional amounts) and the Administrative Agent’s intention Borrower shall pay to claim compensation therefor; provided, further, thatsuch Lender such specified amounts as additional interest at the time that the Borrower is otherwise required to pay interest in respect of such Non-Dollar Denominated Loan or, if the Change in Law giving rise to later, on written demand therefor by 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 thereofLender.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO RateRateTerm SOFR”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate RateTerm SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate RateTerm SOFR Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate RateTerm SOFR Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate RateTerm SOFR Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketmarketTerm SOFR, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate RateTerm SOFR Term Loans or to convert Base Rate Term Loans to LIBO Rate Term SOFR Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate RateTerm SOFR Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate RateTerm SOFR Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term SOFR Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event:event that the Lender shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any date for determining the interest rate applicable to any Eurodollar Loan for any Interest Determination Date Period that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar marketClosing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”this Agreement for such Eurodollar Loan; or (ii) at any time, that the Administrative Agent is advised Lender shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that the Lender deems material with respect to any Eurodollar 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 taxes or similar charges) because of (x) any Change in Law (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or (y) other circumstances adversely affecting the London interbank market or the position of the Lender in any such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by the Required Lenders Lender in good faith with any Change in Law since the Closing Date, or the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which the Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the LIBO Rate for London interbank market; then, and in each such Interest Period will not adequately event, the Lender shall (1) on or promptly following such date or time and fairly reflect (2) within 10 Business Days of the cost to date on which such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall event no longer exists give notice thereof to Lead Borrower and the Lenders (by telephone or telecopy confirmed in writing) to the Borrower of such determination. Thereafter (x) in the case of clause (i) above, the affected Type of Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent Lender notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice by the Lender no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a LIBO Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for Base Rate Term LoanLoans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Borrower shall pay to the Lender, promptly following written demand therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Lender shall determine) as shall be made required to compensate the Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as a Borrowing to the additional amounts owed to the Lender, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by the Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of a Base Rate Term Loanclause (iii) above, the Borrower shall take one of the actions specified in Section 3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any Eurodollar Loan is affected by the circumstances described in Law Section 3.01(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall: ) either (i) imposeif the affected Eurodollar Loan is then being made pursuant to a Borrowing, modify by giving the Lender telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by the Lender pursuant to Section 3.01(a)(ii) or deem applicable any reserve(iii), special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account ofcancel said Borrowing, or credit extended byconvert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the Lender to make its requested Loan as a Base Rate Loan, any Lender; or (ii) impose on any if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Lender, require the Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by to Convert each such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Eurodollar Loan (or of maintaining its obligation to make any such Term into a Base Rate Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any the Lender determines shall have determined that after the Closing Date, any Change in Law regarding capital adequacy by any Governmental Authority, central bank or liquidity requirements comparable agency charged by law with the interpretation or administration thereof, or compliance by the Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by the Lender to be material to the rate of return on such the Lender’s or its parent corporation capital or on the capital of such Lender’s holding company, if any, assets as a consequence of this Agreement the Lender’s commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such the Lender or such Lender’s holding company its parent corporation could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such the Lender’s or its parent corporation policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time time, within 15 days after demand by the Borrowers will Lender, the Borrower shall pay to such the Lender such additional amount or amounts as will compensate such the Lender or its parent corporation for such reduction. The Lender’s holding company for , upon determining reasonably that any additional amounts will be payable pursuant to this Section 3.01(c), 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, which basis must be reasonable, although the failure to give any such reduction sufferednotice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 3.01(c) upon the subsequent receipt of such notice. (d) If any Notwithstanding anything in this Agreement to the contrary, (i) the Lender determines that any Change in Law has made it unlawful, shall not be entitled to compensation or that any Governmental Authority has asserted that it is unlawful, payment or reimbursement of other amounts under Section 3.01 or Section 3.04 for any Lender amounts incurred or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy accruing more than 90 days prior to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans giving of such Lender notice to Base Rate Term Loans, either on the last day Borrower of additional costs or other amounts of the Interest Period therefornature described in such Sections, if such and (ii) the Lender may lawfully continue shall not demand compensation for any reduction referred to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (bSection 3.01(c) or (c) payment or reimbursement of this Section, and certifying that other amounts under Section 3.04 if it is shall not at the time be the general policy or practice and policy of such the Lender to demand such compensation from similarly situated borrowers compensation, payment or reimbursement in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereofunder comparable provisions of other credit agreements. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: : (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: : (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; ; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.. 52 (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars U.S. Dollars in the London interbank market, then, on notice thereof by such Lender to Lead the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this SectionSection 2.10, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. . (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section 2.10 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the eventEURIBOR Rate Unavailable. If on or before any Interest Setting Date: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, that by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar marketEffective Date, adequate and fair reasonable means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO EURIBOR Rate”; or (ii) the Administrative Agent is advised by the Required Lenders Majority Holders that the LIBO EURIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders Persons of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone Advances or telecopy Investments, as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lenderapplicable; or (iii) subject any Lender Note Holder or the Administrative Lessor shall notify the Agent to that the introduction of or any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes change in or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and in the result interpretation of any of law or regulation in each case after the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made Effective Date makes it unlawful, or that any Governmental Authority has asserted central bank or other governmental authority having jurisdiction over any Note Holder or the Lessor asserts after the Effective Date that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loanssuch Person, or to determine or charge interest rates based upon the LIBO office through which such Person makes Fundings at the EURIBOR Rate, or compliance by any Note Holder or the Lessor (or its lending office) with any request or directive (whether or not having the force of law) of any Governmental Authority has imposed material restrictions on made after the authority Effective Date shall make it impossible, to perform its obligations hereunder with respect to the EURIBOR Rate or to fund or maintain Advances or Investments; or (iv) an Event of Default or Unwind Event shall have occurred and be continuing; then, and in any such event, the Agent shall give notice thereof (by telephone, promptly confirmed in writing) to the Company and the Lessor of such Lender determination. Any request for a Funding pursuant to purchase or sellSection 1.03 shall in be ineffective; provided, or to take deposits ofhowever, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that if the circumstances giving rise to such determination no longer exist. Upon receipt of the notice given by the Agent do not affect all the Note Holders and the Lessor, then requests for Fundings shall be effective for those Persons not affected by such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Amendment No. 3 Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO the Eurodollar Rate”; or (ii) at any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Amendment No. 3 Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Amendment No. 3 Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Amendment No. 3 Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request 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 impracticable as a result of a contingency occurring after the Amendment No. 3 Effective Date which materially and adversely affects the applicable 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 (by telephone confirmed in writing) to the applicable Borrower, and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by such Borrower, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify the respective Borrower or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative AgentBorrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amount amounts (in the form of an increased rate of, or amounts a different method of calculating, interest or otherwise as will such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the applicable Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative AgentAgent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, for or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such additional costs incurred Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur on the last day of the Interest Period then applicable to such Eurodollar Loan or reduction sufferedsuch earlier day as shall be required by applicable law). (c) If any Lender determines shall have determined after the Amendment No. 3 Effective Date that the adoption or effectiveness after the Amendment No. 3 Effective Date of any Change in Law applicable law, rule or regulation regarding capital adequacy, or liquidity requirements any change therein, or any change after the Amendment No. 3 Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such other controlling Person’s capital or on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement Commitment or the Term Loans made by such Lender, Commitments hereunder or its obligations hereunder to a level below that which such Lender or such Lender’s holding company other controlling Person could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other controlling Person’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time time, upon written demand by such Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers will jointly and severally agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company other controlling Person for any such reduction suffered. (d) If any in the rate of return to such Lender determines or such other controlling Person. Each Lender, upon determining in good faith that any Change in Law has made it unlawfuladditional amounts will be payable pursuant to this Section 1.10(c), or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay orwhich notice shall set forth such Lender’s basis for asserting its rights under this Section 1.10(c) and the calculation, if applicablein reasonable detail, convert all LIBO Rate Term Loans of such Lender additional amounts claimed hereunder, although the failure to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon give any such prepayment notice shall not release or conversion, the Borrowers shall also diminish either Borrower’s obligations to pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or additional amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver 1.10(c) upon the subsequent receipt of such notice. A Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to good faith determination of compensation owing under this Section for 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (d) In the event that any increased costs or reductions incurred more than 180 days prior to the date Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the Administrative Agentinterest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non United States office of any Lender to non United States residents, as then, unless such reserves are included in the case may be, notifies Lead Borrower calculation of the Change in Law giving rise interest rate applicable to such increased costs Non-Dollar Denominated Letter of Credit or reductions and such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify the Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such Lender’s additional amounts) and the Borrowers, jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or the Administrative Agent’s intention to claim compensation therefor; provided, further, thatsuch Non-Dollar Denominated Bank Guaranty or, if the Change in Law giving rise to later, on written demand therefor by 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 thereofLender.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall shall, absent demonstrable error, be final and conclusive absent manifest errorand binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO LIBOR Rate”; (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Rate Loan (including but not limited to: (A) any Tax imposed on any Lender (except Indemnified Taxes or Other Taxes indemnified under Section 5.01 or any Excluded 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 LIBOR Rate) because of a Change in Law; or (iiiii) at any time, that the making or continuance of any LIBOR Rate Loan has been made (x) unlawful by any Change in Law, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice in writing to the Company and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Rate Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests given by the conversion Relevant Borrower with respect to LIBOR Rate Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by the applicable Borrowers, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, each Borrower, jointly and severally, agrees to pay, to such Lender, upon such Lender’s written request therefor, such Borrowing 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 sole discretion shall determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Company by such Lender and shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto), (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 3.01(b) as a Borrowing of a Base Rate Term Loanpromptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any LIBOR Rate Loan is affected by the circumstances described in Law shall: Section 3.01(a)(ii), the Relevant Borrower 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 (ix) imposeif the affected LIBOR Rate Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for cancel such Borrowing by giving the account of, or credit extended by, any Lender; (ii) impose Administrative Agent written notice on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made same date that the Relevant Borrower was notified by such Lender; or (iii) subject any the affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 3.01(a)(ii) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loaniii) or (y) if the affected LIBOR Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, require the affected Lender to convert such LIBOR Rate Loan into a Base Rate Loan at the end of the applicable Interest Period, or such earlier date as may be required by applicable law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 3.01(b). (c) If any Lender determines that after the Closing Date any Change in Law regarding capital or liquidity requirements has or would will have the effect of reducing increasing the rate amount of return on such Lender’s capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyCommitments hereunder or its obligations hereunder, if anythen, as a consequence of this Agreement or the Term Loans made by each Borrower, jointly and severally, agrees to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In 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 holding company determination of compensation owing under this Section 3.01(c) shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.01(c), will give prompt written notice thereof to the Company, which notice shall show in reasonable detail the basis for any calculation of such reduction sufferedadditional amounts. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted[Reserved]. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified Notwithstanding anything in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time Agreement to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may becontrary, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section 3.01 for any increased costs incurred or reductions incurred suffered more than 180 ninety (90) days prior to the date that such Lender or notifies the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation thereforunder this Section 3.01; provided, furtherhowever, that, if (i) the Change introduction or change referred to in Law Section 3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, then the 18090-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: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars U.S. Dollars in the London interbank market, then, on notice thereof by such Lender to Lead the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this SectionSection 2.10, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead the Borrower and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section 2.10 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) (x) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or the respective Euro Rate and/or (iiy) the Administrative Agent is advised by the Required Lenders that the LIBO applicable Euro Rate for such any requested Interest Period will with respect to a proposed Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Loan; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loan because of (x) any change since the Restatement Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, but not limited to: (1) a change in the basis of taxation of payments to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or maintaining their Loans included continuance of any Loan has been made (A) unlawful by any law or governmental rule, regulation or order, (B) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable eurodollar market; then, and in any such Borrowing for event, such Interest Period; then Lender (or the Administrative Agent, in the case of clause (i)) shall promptly give notice to the affected Borrowers and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower each of the other Lenders and the Lenders by telephone or telecopy Facility Agent). Thereafter (w) in the case of clause (i) above, (A) in the event that U.S. Dollar Loans are so affected, U.S. Dollar Loans shall bear interest at the Base Rate until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower the Obligors’ Agent and the Lenders (with a copy to the Facility Agent) that the circumstances giving rise to such notice no longer exist, (iB) any Notice of Conversion/Continuation in the event that requests Sterling Loans are so affected, the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO applicable Euro Rate Term Loan shall be ineffective determined on the basis provided in the proviso to the definition of Sterling Rate, (C) in the event that Euro Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR and (D) in the event that Australian Dollar Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Australian Dollar Rate, (x) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, the Borrowers agree to pay to such Lender, upon such Lender’s written request therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as a Borrowing to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the respective Borrowers by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (y) in the case of a Base Rate Term Loanclause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any Loan is affected by the circumstances described in Law Section 2.10(a)(ii), the affected Borrower may, and in the case of a Loan affected by the circumstances described in Section 2.10(a)(iii), the affected Borrower shall: , either (i) imposeif the affected Loan is then being made initially, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Facility Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that such Borrower was notified by the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a U.S. Dollar Loan, require the affected Lender to convert such U.S. Dollar Loan into a Loan (which conversion, in the case of the circumstance described in Section 2.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law) bearing interest at the Base Rate and (B) in the case of any Taxes Euro Rate Loan (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term a U.S. Dollar Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then repay all outstanding Borrowings which include such affected Euro Rate Loans in full in accordance with the Borrowers will pay applicable requirements of Section 5.01; provided that (i) if the circumstances described in Section 2.10(a)(iii) apply to any Australian Dollar Loans, Sterling Loan or Euro Loan, the respective Borrower may, in lieu of taking the actions described above, maintain such Lender outstanding Australian Dollar Loans, Sterling Loan or the Administrative AgentEuro Loan, as the case may be, such additional amount or amounts as will compensate such Lender or in which case, (x) in the Administrative Agentcase of Sterling Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Sterling Rate (y) in the case of Euro Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR and (z) in the case of Australian Dollar Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Australian Dollar Rate, as the case may be, for unless the maintenance of such additional costs incurred outstanding Australian Dollar Loans, Sterling Loan or reduction sufferedEuro Loan, as the case may be, on such basis would not stop the conditions described in Section 2.10(a)(iii) from existing (in which case the actions described above, without giving effect to this proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that after the Restatement Effective Date the introduction of or any Change change in any Applicable Law regarding concerning capital adequacy, or liquidity requirements has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitment hereunder or its obligations hereunder, then the respective Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for other corporation as a result of such Change increase of capital. In determining such additional amounts, each Lender will act reasonably and in Law (taking into consideration good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s policies determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrowers, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(c) upon the subsequent receipt of such notice. For the avoidance of doubt, nothing in this Section 2.10(c) shall require any Borrower to pay to any Lender any amount for which such Lender is compensated by way of payment of Mandatory Costs. (d) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Australian Dollar Loans, Sterling Loans or Euro Loans or any category of liabilities which includes deposits by reference to which the interest rate on any Sterling Loan or Euro Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the calculation of the interest rate applicable to such Australian Dollar Loans, Sterling Loans or Euro Loans or in Section 2.10(a)(ii), such Lender shall promptly notify the Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves in respect of such Australian Dollar Loans, Sterling Loans and/or Euro Loans (such written notice to provide in reasonable detail a computation of such additional amounts) and the policies of such Lender’s holding company with respect respective Borrowers shall be obligated to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or specified amounts as will compensate additional interest at the time that such Lender or Borrower is otherwise required to pay interest in respect of such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Australian Dollar Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Sterling Loans or to convert Base Rate Term and Euro Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicablelater, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to written demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of therefor by such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event:event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Restatement Effective Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO the Eurodollar Rate”; or (ii) at any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Restatement Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request 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 impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable 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 (by telephone confirmed in writing) to the affected Borrower, and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Holdings, any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by such Borrower, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify the respective Borrower or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative AgentBorrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amount amounts (in the form of an increased rate of, or amounts a different method of calculating, interest or otherwise as will such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower's or Borrowers' obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the affected Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative AgentAgent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, for or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Lender to convert such additional costs incurred Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or reduction sufferedsuch earlier day as shall be required by applicable law). (c) If any Lender determines shall have determined after the Restatement Effective Date that the adoption or effectiveness after the Restatement Effective Date of any Change in Law applicable law, rule or regulation regarding capital adequacy, or liquidity requirements any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's or such other controlling Person's capital or on the capital of such Lender’s holding company, if any, assets as a consequence of this Agreement or the Term Loans made by such Lender, 's Commitment or Commitments hereunder or its obligations hereunder to a level below that which such Lender or such Lender’s holding company other controlling Person could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration such Lender’s 's or such other controlling Person's policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time time, upon written demand by such Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers will jointly and severally agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company other controlling Person for any such reduction suffered. (d) If any in the rate of return to such Lender determines or such other controlling Person. Each Lender, upon determining in good faith that any Change in Law has made it unlawfuladditional amounts will be payable pursuant to this Section 1.10(c), or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay orwhich notice shall set forth such Lender's basis for asserting its rights under this Section 1.10(c) and the calculation, if applicablein reasonable detail, convert all LIBO Rate Term Loans of such Lender additional amounts claimed hereunder, although the failure to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon give any such prepayment notice shall not release or conversion, the Borrowers shall also diminish either Borrower's obligations to pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or additional amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver 1.10(c) upon the subsequent receipt of such notice. A Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to 's good faith determination of compensation owing under this Section for 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (d) In the event that any increased costs or reductions incurred more than 180 days prior to the date Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the Administrative Agentinterest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, as then, unless such reserves are included in the case may be, notifies Lead Borrower calculation of the Change in Law giving rise interest rate applicable to such increased costs Non-Dollar Denominated Letter of Credit or reductions such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify Holdings and the Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such Lender’s additional amounts) and the Borrowers jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or the Administrative Agent’s intention to claim compensation therefor; provided, further, thatsuch Non-Dollar Denominated Bank Guaranty or, if the Change in Law giving rise to later, on written demand therefor by 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 thereofLender.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO LIBOTerm SOFR Rate”; (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOTerm SOFR Rate Loan because of any Change in Law; or (iiiii) at any time, if the making or continuance of any LIBOTerm SOFR Rate Loan has been made (x) unlawful by any Change in Law, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the interbank eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to Lead Borrower and, except in the case of clause (i) above, to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (x) in the case of clause (i) above, LIBOTerm SOFR Rate Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests the conversion given by Lead Borrower with respect to LIBOTerm SOFR Rate Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective and deemed rescinded by the Borrowers, (y) in the case of clause (ii) if any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loanabove, each Borrower, jointly and severally, agrees to pay to such Lender, upon such Lender’s written request therefor, such Borrowing additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be made required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to Lead Borrower by such Lender and shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 3.01(b) as a Borrowing of a Base Rate Term Loanpromptly as possible and, in any event, within the time period required by law. (b) If At any Change time that any LIBOTerm SOFR Rate Loan is affected by the circumstances described in Law Section 3.01(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 shall: , either (ix) imposeif the affected LIBOTerm SOFR Rate Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Administrative Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that Lead Borrower was notified by the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 3.01(a)(ii) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loaniii) or (y) if the affected LIBOTerm SOFR Rate Loan is then outstanding, upon at least three Business Days’ written notice to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as require the case may beaffected Lender to convert such LIBOTerm SOFR Rate Loan into a Base Rate Loan; provided that if more than one Lender is affected at any time, such additional amount or amounts as will compensate such Lender or then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 3.01(b). (c) If any Lender determines that after the Closing Date any Change in Law regarding capital or liquidity requirements has or would Law, will have the effect of reducing increasing the rate amount of return on such Lender’s capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyCommitments hereunder or its obligations hereunder, if anythen each Borrower, as a consequence of this Agreement or the Term Loans made by jointly and severally, agrees to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or documented amounts as will shall be required to compensate such Lender or such Lender’s holding company other corporation for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office the increased cost to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or such other corporation or the Administrative Agent reduction in the rate of return to such Lender or its holding companysuch other corporation as a result of such increase of capital. In determining such additional amounts, as each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s determination of compensation owing under this Section 3.01(c) shall, absent manifest error, be final and conclusive and binding on all the case may beparties hereto. Each Lender, as specified upon determining that any additional amounts will be payable pursuant to this Section 3.01(c), will give prompt written notice thereof to Lead Borrower, which notice shall show in clause (b) reasonable detail the basis for calculation of such additional amounts. Notwithstanding the above, a Lender will not be entitled to demand compensation for any increased cost or (c) of reduction set forth in this Section, and certifying that Section 3.01 at any time if it is not the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereoftime. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower Parent and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Lead Borrower Parent and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing Request requests a Borrowing of a LIBO Rate Term Loan, such Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, Taxes and Other Taxes indemnifiable under Section 5.04 or (B) Excluded Taxes or (C) Other Taxes) on or in respect of its loans, loan principalletters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office Lending Office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower Parent through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower Parent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this SectionSection and setting forth in reasonable detail the basis for requesting such amount or amounts, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower Parent and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower Parent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) event that the Administrative Agent shall have or any Lender has reasonably determined (which determination shall shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding upon all parties hereto): (i) on any date for determining Term SOFR for any Interest Determination Date that, Period that (x) deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Closing Date affecting the interbank Eurodollar 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 “LIBO Rate”Term SOFR; or or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loans (other 104 than any increase or reduction attributable to (A) Indemnified Taxes, (B) net income Taxes and franchise and excise Taxes (imposed in lieu of net income Taxes) imposed on any Agent or Lender and any branch profits Taxes imposed on such Agent or Lender as a result of such Agent or Lender being organized or incorporated under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (C) Taxes included under clauses (c) through (e) of the definition of “Excluded Taxes”) because of (x) any change since the Closing Date 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 (y) other circumstances affecting the market for such rate or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Term SOFR Loan has become unlawful as a result of compliance by any 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 Closing Date that materially and adversely affects the market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent is advised by the Required Lenders that the LIBO Rate for of such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Appropriate Lenders). Thereafter (x) in the case of clause (i) above, Term SOFR Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the Borrower and the Appropriate 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), (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan shall be ineffective and (ii) if any Notice of Borrowing requests a Borrowing or Notice of a LIBO Rate Conversion or Continuation given by the Borrower with respect to Term Loan, such Borrowing SOFR Loans that have not yet been incurred shall be made deemed rescinded by the Borrower, as applicable, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of or a Borrowing 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 Base Rate Term Loanwritten 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 (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by Applicable Law. (b) If At any Change time that any Term SOFR Loan is affected by the circumstances described in Law Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Term SOFR Loan affected pursuant to Section 2.10(a)(iii) shall: ) either (ix) imposeif the affected Term SOFR Loan is then being made pursuant to a Borrowing, modify cancel 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 2.10(a)(ii) or deem applicable any reserve, special deposit, liquidity or similar requirement (including 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; (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or (y) if the affected Term SOFR Loan 105 is then-outstanding, upon at least three Business Days’ notice to the Administrative Agent require the affected Lender to convert each Term SOFR Loan into an ABR Loan; provided that if more than one Lender is affected at any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise)time, then all affected Lenders must be treated in the Borrowers will pay same manner pursuant to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedthis Section 2.10(b). (c) If any Lender determines that If, after the Closing Date, any Change in Law regarding relating to capital adequacy or liquidity requirements of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing 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 on the capital assets as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement commitments or the Term Loans made by such Lender, obligations hereunder to a level below that which such Lender or such Lender’s holding company its parent or any Affiliate thereof could have achieved but for such Change in Law (taking into consideration such Lender’s or parent’s policies and the policies of such Lender’s holding company with respect to capital adequacy and or liquidity), then from time to time time, promptly after written demand by such Lender (with a copy to the Borrowers will 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 holding company for compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), 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, although the failure to give any such reduction sufferednotice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice. (d) If any Notwithstanding the foregoing, no Lender determines that any Change in Law has made shall demand compensation pursuant to this Section 2.10 if it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon shall not at the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall time be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in clause (b) or (c) of this Section, and certifying that it is the general policy or practice and policy of such Lender to demand such compensation from in substantially the same manner as applied to other similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Lead Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereofunder comparable syndicated credit facilities. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event: (i) the Administrative Agent event that any Lender shall have determined (which determination shall be conclusive shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (A) below, may be made only by the Administrative Agent): (A) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Closing Date affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO the relevant Fixed Rate”; or (iiB) at any time, that such Lender shall incur increased costs or reductions in the Administrative Agent is advised by amounts received or receivable hereunder with respect to any Fixed Rate Loan because of (x) any change since the Required Lenders Closing Date in any applicable 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 law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate or a change in the basis of taxation with respect to payments to a Lender of principal of or interest on the Loans or any other amounts payable hereunder and/or (y) other circumstances arising since the Closing Date affecting such Lender, the interbank market or the position of such Lender in such market (including that the LIBO Fixed Rate for with respect to such Interest Period will Fixed Rate Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Fixed Rate Loan); or (C) at any time, that the making or maintaining their continuance of any Fixed Rate Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the applicable interbank market; or (D) at any time that the respective Alternate Currency is not available in sufficient amounts to fund any Borrowing of such Alternate Currency Loans included requested pursuant to Section 2.1; then, and in any such Borrowing for event, such Interest Period; then Lender (or the Administrative Agent, in the case of clause (A) or (D) above) shall promptly give notice (by telephone promptly confirmed in writing) to the U.S. Borrower and, except in the case of clauses (A) and (D) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall give notice thereof promptly transmit to Lead Borrower and each of the Lenders by telephone or telecopy other Lenders). Thereafter (w) in the case of clause (A) above, (i) in the event LIBOR Loans are so affected, LIBOR Loans shall no longer be available until such time as promptly as practicable thereafter and, until the Administrative Agent notifies Lead the U.S. Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (i) and any Notice of Borrowing or Notice of Conversion/Continuation that requests given by the conversion U.S. Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBO Rate Term Loan conversion) shall be ineffective deemed rescinded by the U.S. Borrower and (ii) if in the event that any Alternate Currency Loans are so affected, the relevant Fixed Rate shall be determined on the basis provided in the proviso to the definition of the relevant Fixed Rate, (x) in the case of clause (B) above, the U.S. Borrower agrees to pay to such Lender, upon such Lender’s written 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 shall determine after consultation with the U.S. Borrower) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (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 U.S. Borrower by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (C) above, the respective Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (D) above, Alternate Currency Loans (exclusive of any such Alternate Currency Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the respective Borrower or Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing requests a Borrowing of a LIBO Rate Term Loan, given by the respective Borrower or Borrowers with respect to such Borrowing Alternate Currency Loans which have not been incurred shall be made as a Borrowing of a Base Rate Term Loandeemed rescinded by such Borrower or Borrowers. (b) If At any Change time that any Fixed Rate Loan is affected by the circumstances described in Law Section 2.11(a)(B), each Borrower may, and in the case of a Fixed Rate Loan affected by the circumstances described in Section 2.11(a)(C), each Borrower shall: , either (ix) imposeif the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, modify or deem applicable any reserve, special deposit, liquidity or similar requirement cancel such Borrowing by giving the Administrative Agent telephonic notice (including any compulsory loan requirement, insurance charge or other assessmentconfirmed in writing) against assets of, deposits with or for on the account of, or credit extended by, any Lender; (ii) impose on any Lender or same date that such Borrower was notified by the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any affected Lender or the Administrative Agent pursuant to any Taxes (other than (ASection 2.11(a)(B) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxesor (y) on its loansif the affected Fixed Rate Loan is then outstanding, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be upon at least three Business Days’ written notice to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Administrative Agent, (i) in the case of a LIBOR Loan, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan and (ii) in the case of any Fixed Rate Loan (other than a LIBOR Loan), repay all outstanding Borrowings which include such affected Fixed Rate Loans in full in accordance with the applicable requirements of Section 5.1; provided that, (A) if the circumstances described in Section 2.11(a)(C) apply to any Alternate Currency Loan, the U.S. Borrower or the European Borrower, as the case may be, may, in lieu of taking the actions described above, maintain such additional amount or amounts as will compensate Alternate Currency Loan outstanding, in which case the applicable Fixed Rate shall be determined on the basis provided in the proviso to the definition of the relevant Fixed Rate, unless the maintenance of such Alternate Currency Loan outstanding on such basis would not stop the conditions described in Section 2.11(a)(C) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (B) if more than one Lender or is affected at any time, then all affected Lenders must be treated the Administrative Agent, as the case may be, for such additional costs incurred or reduction sufferedsame pursuant to this Section 2.11(b). (c) If any Lender determines that after the Closing Date the introduction of or any Change change in Law regarding any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or liquidity requirements has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Lender’s capital Lender or any corporation controlling such Lender based on the capital existence of such Lender’s holding companyCommitments hereunder or its obligations hereunder, if any, as a consequence of this Agreement or then the Term Loans made by U.S. Borrower agrees to pay to such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity)upon its written demand therefor, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. 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 holding company determination of compensation owing under this Section 2.11(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.11(c), will give prompt written notice thereof to the U.S. Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such reduction sufferednotice shall not release or diminish a Borrower’s obligations to pay additional amounts pursuant to this Section 2.11(c) upon the subsequent receipt of such notice. For the avoidance of doubt, nothing in this Section 2.11(c) shall require a Borrower to pay to any Lender any amount for which such Lender is compensated by way of payment of Mandatory Costs. (d) If In the event that any Lender determines shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any Change marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in Law has made it unlawful, respect of any Alternate Currency Loans or that any Governmental Authority has asserted that it category of liabilities which includes deposits by reference to which the interest rate on any Alternate Currency Loan is unlawful, for determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketnon-United States residents, then, on notice thereof by unless such reserves are included in the calculation of the interest rate applicable to such Alternate Currency Loans or in Section 2.11(a)(B), such Lender shall promptly notify the U.S. Borrower and/or the European Borrower in writing specifying the additional amounts required to Lead Borrower through indemnify such Lender against the Administrative Agent, any obligation actual cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such Lender additional amounts) and the U.S. Borrower (in the case of Loans owing by it and, in each case, denominated in an Alternate Currency) shall pay, and the European Borrower (in the case of Loans owing by it and, in each case, denominated in an Alternate Currency) shall pay, to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies such specified amounts as additional interest at the Administrative Agent and Lead Borrower time that the circumstances giving rise U.S. Borrower or the European Borrower is otherwise required to such determination no longer exist. Upon receipt pay interest in respect of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay Alternate Currency Loan or, if applicablelater, convert all LIBO Rate Term Loans of on written demand therefor by such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or convertedLender. (e) A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified Notwithstanding anything in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time Agreement to the extent it is legally permitted to do socontrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, shall be delivered deemed to Lead Borrower be a change after the Closing Date in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.11 and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereofSection 3.6). (f) Failure or delay on For the part avoidance of any Lender or the Administrative Agent to demand compensation pursuant to doubt, this Section 2.11 shall not constitute a waiver of such Lender’s apply to any Excluded Taxes, or the Administrative Agent’s right to demand such compensation; any Indemnified Taxes, which are otherwise provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this for in Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof5.5.