Common use of Increased Costs; Illegality Clause in Contracts

Increased Costs; Illegality. 2.12.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 2.11.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 2.11.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 2.11.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 2.11.1 or 2.12.2 2.11.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 2.11.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 2.11 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 2.11.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.52.11.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 2.14.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting this Agreement or any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax other than an Excluded Tax or other charge with respect to its or their CDOR LIBOR Loans or LIBOR Loans B/As (or B/A Equivalent Loans) or participation therein, or its obligation to make CDOR LIBOR Loans or LIBOR B/As (or B/A Equivalent Loans)); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender Lender, such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 2.14.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on the Lender’s capital as a consequence of this Agreement or the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law (taking into consideration the Lender’s policies with respect to return on capital) prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 2.14.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 2.14.1 or 2.12.2 2.14.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. In preparing any such certificate, the Lender shall be entitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 2.14.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 2.14 shall not constitute a waiver of the Lender’s right to demand such compensation; provided that the Borrowers shall not be obligated to pay any such amount demanded by the Lender which is attributable to periods prior to the date which is 90days preceding the date of such demand. 2.12.5 2.14.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of LIBOR Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.52.14.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, LIBOR Loans of that Type shall be immediately suspended suspended, and thereafter any requested Borrowing of LIBOR Loans shall be deemed to be a request for a U.S. Base Rate Loan and if the affected Type of LIBOR Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of LIBOR Loan into a Type of Loan that is not so affectedU.S. Base Rate Loan.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders the Issuing Bank or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Indemnified Tax or other charge with respect to its or their CDOR LIBO Rate Loans or LIBOR Loans any Letter of Credit or participation therein, or its obligation to make CDOR LIBO Rate Loans or LIBOR Loansany Letter of Credit); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit or any Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the Lender such Lender, such additional amount or amounts as will compensate the Lender such Lender, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s capital or on the capital of such Lender’s, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Lender Issuing Bank, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy) and such Lender’s desired return on capital, then from time to time the Borrowers Borrower will pay to the Lender such Lender, such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.12(a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law of Law, shall be delivered to the Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation. 2.12.5 (e) In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereofbe final, conclusive and binding upon all parties) at any time that the current or reasonably expected foreign currency markets are unusually unstable or that the making or continuance of any Type of Loan denominated in a currency other than Canadian Dollars has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Law, or by any applicable guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Borrower and to the Agent of such determinationdetermination (which notice the Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrowers Borrower referred to in this Section 2.12.52.12(e), the Borrowers’ Borrower’s right to request (by continuation continuation, conversion or otherwise), and the such Lender’s obligation to make, Loans of that Type denominated in a currency other than Canadian Dollars shall be immediately suspended suspended, and thereafter any requested Borrowing of Loans denominated in a currency other than Canadian Dollars shall, as to such Lender only, be deemed to be a request for a Canadian Prime Loan, and if the affected Type of Loan or Loans are then outstanding, the Borrowers Borrower shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Agent and the affected Lender, convert each such affected Type of Loan denominated in a currency other than Canadian Dollars into a Type of Loan Canadian Prime Loan, provided that if more than one Lender is not so affectedaffected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.12(e).

Increased Costs; Illegality. 2.12.1 (a) If any Lender shall notify the Administrative Agent and Level 3 at any time that Eurocurrency Reserve Requirements are, or are scheduled to become, effective and that such Lender is or will be generally subject to such Eurocurrency Reserve Requirements and will, as a result, incur additional costs, then such Lender shall, for each day from the later of the date of such notice and the date on which such Eurocurrency Reserve Requirements become effective, be entitled to additional interest on each Eurodollar Loan made by it at a rate per annum determined for such day (rounded upward to the nearest 100th of 1%) equal to the remainder obtained by subtracting (i) the LIBO Rate for such Eurodollar Loan from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the Eurocurrency Reserve Requirements then-applicable to such Lender. Such additional interest will be payable in arrears to the Administrative Agent, for the account of such Lender, on each Interest Payment Date relating to such Eurodollar Loan and on any other date when interest is required to be paid hereunder with respect to such Loan. Any Lender giving a notice under this paragraph (a) shall promptly withdraw such notice (by written notice of withdrawal given to the Administrative Agent and Level 3) in the event Eurocurrency Reserve Requirements cease to apply to it or the circumstances giving rise to such notice otherwise cease to exist. (b) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender (except any Eurocurrency Reserve Requirement); (ii) subject the Lender Administrative Agent or any Lender to any Taxes (other than Taxes on payments made under the Loan Documents, which are governed by Section 2.11, or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its lendersdeposits, reserves, other liabilities or capital attributable thereto; or (biii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any Eurodollar Loans of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise)such Lender, then Xxxxx 0 and the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (c) If the any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the such Lender to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and liquidity), then from time to time Level 3 and the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (b) or 2.12.2 (c) of this Section shall be delivered to the Borrowers, Level 3 and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error. Xxxxx 0 and the Borrower, be prima facie evidence of as the amount of such compensation. The Borrowers case may be, shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that Level 3 and the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies Xxxxx 0 of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (f) The provisions of Section 2.09(a) and (c) shall only be available to Lenders regulated by Federal banking authorities. (g) 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 to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Loan or to determine or charge interest rates based upon the event that LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, in on notice thereof by such Lender to Xxxxx 0 and the Borrower through the Administrative Agent, (i) any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers obligation of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation Lender to make, maintain, fund or charge interest with respect to any such Loan or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Xxxxxxxxxxxxxx Xxxxx, Xxxxx 0 and the Borrower that Type shall the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be immediately suspended determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the affected Type illegality of Loans are then outstandingsuch Lender determining or charging interest rates based upon the LIBO Rate, the Borrowers Administrative Agent shall immediately, or if permitted by Applicable Law, no later than during the date permitted thereby, upon at least one Business Day prior written notice period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the LenderLIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, convert each such affected Type of Loan into a Type of Loan that is not the Borrower shall also pay accrued interest on the amount so affectedprepaid or converted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law (except with respect to Taxes, which shall be governed by Section 2.12) shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lendersAdjusted LIBO Rate); or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the Lender such Lender, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy), then from time to time after submission by such Lender to the Borrowers Borrower of a written request therefor, the Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth in reasonable detail the amount matters giving rise to a claim under this Section 2.10 and the calculation of such claim by such Lender or amounts necessary to compensate its holding company, as the Lender as specified in Sections 2.12.1 or 2.12.2 case may be, shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (e) Notwithstanding any other provision herein, if any Change in Law shall make it unlawful for any Lender to maintain Eurodollar Loans as contemplated by this Agreement, (i) the event that the commitment of such Lender hereunder to continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall have determined forthwith be canceled and (which determination ii) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted automatically to ABR Loans on the making respective last days of the then current Interest Periods with respect to such Loans or continuance of any Type of Loan has become unlawful or materially restricted within such earlier period as a result of compliance required by the Lender in good faith with any Applicable Law, then, in applicable law. If any such eventconversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender shall give prompt notice (by telephone and confirmed in writing) such amounts, if any, as may be required pursuant to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected2.11.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; (ii) impose on any Lender or any of its lenders; or (b) impose on the Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Other Connection Taxes on gross or net income, profits, or revenue (including value-added or similar Taxes)); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Lender Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender Issuing Bank, to a level below that which such Lender or the Lender would Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or the occurrence Issuing Bank’s policies and the policies of such Change in LawLender’s or the 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 the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Lender Issuing Bank or its holding company, as the case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or the Lender Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the LenderIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’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 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the event that LIBO Rate, 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 shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that Dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 If any Change in Law shall: (a) imposeIf, modify due to either (i) --------------------------- the introduction of or deem applicable any reservechange (including any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or change in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), special depositthere shall be any increase in the cost to any Lender of agreeing to make or making, additional capitalfunding or maintaining Eurodollar Rate Advances, compulsory loanthen the Borrower shall from time to time, insurance charge or similar requirement against assets ofupon demand by such Lender (with a copy of such demand to the Administrative Agents), deposits with or pay to the Paying Agent for the account ofof such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, or credit extended bysubmitted to the Borrower and the Administrative Agents by such Lender, the Lender or any of its lenders; orshall be conclusive and binding for all purposes, absent manifest error. (b) impose on If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the corporation controlling such Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce that the amount of any sum received such capital is increased by or receivable based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Lender hereunder (whether of principal, interest or otherwiseAdministrative Agents), then the Borrowers will Borrower shall pay to the Lender such additional amount or amounts as will compensate Paying Agent for the Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence account of such Change in LawLender, then from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the Borrowers will pay light of such circumstances, to the extent that such Lender reasonably determines such additional amount or amounts as will compensate increase in capital to be allocable to the Lender for any existence of such reduction suffered. 2.12.3 Lender's commitment to lend hereunder. A certificate of as to such amounts, submitted to the Lender setting forth Borrower and the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 Administrative Agents by such Lender, shall be delivered to the Borrowers, conclusive and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shallbinding for all purposes, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure (c) Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance interpretation of any Type of Loan has become unlawful law or materially restricted regulation shall make it unlawful, as a result of compliance determined by the any Lender, or any central bank or other Governmental Authority shall assert that it is unlawful, for such Lender in good faith with any Applicable Lawor its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, in any on notice thereof and demand therefor by such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Borrower through the Administrative Agents, (i) the obligation of such determination. Upon Lender to make Eurodollar Rate Advances and to Convert Advances into Eurodollar Rate Advances shall terminate and (ii) the giving Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender then outstanding into Base Rate Advances in accordance with Section 2.08, except that such Conversion may occur, notwithstanding Section 2.08, other than on the last day of the notice to the Borrowers referred to in this Section 2.12.5respective Interest Periods for such Eurodollar Rate Advances, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedBorrower has paid all amounts payable under Section 8.03(c).

Increased Costs; Illegality. 2.12.1 2.11.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 2.11.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 2.11.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 2.11.1 or 2.12.2 2.11.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 2.11.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 2.11 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 2.11.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.52.11.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Indemnified Tax or other charge with respect to its or their CDOR Loans or LIBOR Eurodollar Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Eurodollar Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or to increase the cost to such Lender of maintaining its obligation to make participating in any such Loan) Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the Lender such Lender, to a level below that which the such Lender would or such Lender's holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender's policies and the occurrence policies of such Change in LawLender's holding company with respect to capital adequacy and such Lender's desired return on capital), then from time to time the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender's holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.9(a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law Law, shall be delivered to the Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to "match contracts" or to isolate particular transactions. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 2.9 shall not constitute a waiver of the such Lender’s 's right to demand such compensation. 2.12.5 (e) In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereofbe final, conclusive and binding upon all parties) at any time that the making or continuance of any Type of Eurodollar Loan has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Change in Law, or by any applicable guideline or order (whether or not having the force of Law and whether or not failure to comply therewith would be unlawful), then, in any such event, the such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Borrower and to the Administrative Agent of such determinationdetermination (which notice the Administrative Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrowers Borrower referred to in this Section 2.12.52.9(e), the Borrowers’ Borrower's right to request (by continuation continuation, conversion or otherwise), and the such Lender’s 's obligation to make, Eurodollar Loans of that Type shall be immediately suspended suspended, and thereafter any requested conversion into, or continuation of, Eurodollar Loans shall, as to such Lender only, be deemed to be a request for a Base Rate Loan, and if the affected Type of Eurodollar Loan or Loans are then outstanding, the Borrowers Borrower shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Administrative Agent and the affected Lender, convert each such affected Type of Eurodollar Loan into a Type of Loan Base Rate Loan, provided that if more than one Lender is not so affectedaffected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.9(e).

Increased Costs; Illegality. 2.12.1 2.13.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR SOFR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR SOFR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 2.13.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 2.13.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 2.13.1 or 2.12.2 2.13.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 2.13.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 2.13 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 2.13.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.52.13.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 2.13.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting this Agreement or any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax other than an Excluded Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender Lender, such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 2.13.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on the Lender’s capital as a consequence of this Agreement or the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law (taking into consideration the Lender’s policies with respect to return on capital) prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 2.13.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 2.13.1 or 2.12.2 2.13.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. In preparing any such certificate, the Lender shall be entitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 2.13.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 2.13 shall not constitute a waiver of the Lender’s right to demand such compensation; provided that the Borrowers shall not be obligated to pay any such amount demanded by the Lender which is attributable to periods prior to the date which is 90 days preceding the date of such demand. 2.12.5 2.13.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of LIBOR Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.52.13.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, LIBOR Loans of that Type shall be immediately suspended suspended, and thereafter any requested Borrowing of LIBOR Loans shall be deemed to be a request for a U.S. Base Rate Loan and if the affected Type of LIBOR Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of LIBOR Loan into a Type of Loan that is not so affectedU.S. Base Rate Loan.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, liquidity, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender Adjusted LIBO Rate) or any of its lendersIssuing Bank; or (bii) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein; or (iii) impose on any Lender or Issuing Bank or the Administrative Agent any Taxes (other than Indemnified Taxes or Tax described in clauses (b) through (d) of the definition of Excluded Taxes), on its loans, loan principal, letters of credit, commitments, or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender or Issuing Bank such additional amount or amounts as will compensate the such Lender or Issuing Bank for such additional costs incurred or reduction suffered. 2.12.2 (b) If the 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 Lender’s rate of return with respect to 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, the Commitments hereunder, the Loans made by the such Lender or participations in Letters of Credit held by such Lender to a level below that which the such Lender would or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers Borrower will pay to such Lender or Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or Issuing Bank or its respective holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender or Issuing Bank the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefore; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive (or has retroactive effect), then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the event that Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, in on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans. Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Lender or any of its lenders; orAdjusted LIBO Rate); (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred the Loans made by such Lender; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) and (c) of the Lender in connection with a Loan hereunder definition of the term “Excluded Taxes” and (including the imposition C) Connection Income Taxes) on the Lender or any of its lenders ofloans, or any change toloan principal, any Tax commitments or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to reduce the amount of any sum received or receivable by the such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) then, from time to time within 10 days following request of such Lender or other Recipient (accompanied by a certificate in accordance with paragraph (c) of this Section), then the Borrowers Company will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient for such additional costs or expenses incurred or reduction suffered; provided that such Lender or other Recipient shall only be entitled to seek such additional amounts if such Person is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities to the extent it is entitled to do so. (b) If any Lender determines 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 has had 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, the Commitments of such Lender or the 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 within 10 days following request of such Lender (accompanied by a certificate in accordance with paragraph (c) of this Section), the Company will pay to such Lender such additional amount or amounts as will compensate the such Lender for or such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender holding company for any such reduction suffered; provided that such Lender shall only be entitled to seek such additional amounts if such Person is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities to the extent it is entitled to do so. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the Lender as specified basis for and, in Sections 2.12.1 or 2.12.2 shall be delivered reasonable detail (to the Borrowersextent practicable), and any such certificate shall include a brief description of the Change in Law and a calculation computation of the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall, shall be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Company shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s intention to claim compensation therefor; provided further that if the Change in Law giving rise to such increased costs, expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) 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 such Lender or the event that applicable lending office of such Lender to make, maintain or fund any Eurocurrency Loan or to charge interest with respect to any Loan, 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 shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, in any upon notice thereof by such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Company and the Administrative Agent, (i) any obligation of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation Lender to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediatelymaintain or fund any Eurocurrency Loan, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, continue any Eurocurrency Loan or convert each such affected Type of any ABR Loan into a Type Eurocurrency Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the LIBO Rate, in each case, shall be suspended, and (ii) if such notice asserts the illegality of Loan such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the Company shall, upon demand from such Lender (with a copy to the Administrative Agent) prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is not advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so affectedprepaid or converted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender Adjusted LIBO Rate) or any of its lendersIssuing Bank; or (bii) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender of makingmaking or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, continuingissuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, converting interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital 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 Loans made by, or participations in Letters of Credit held by, such Lender, 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), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (c) If after the date of this Agreement, a Change in Law shall subject any Lender or Issuing Bank to any Taxes as a result of a change in the basis of taxation by the United States or by the foreign jurisdiction under the laws of which such Lender or Issuing Bank is organized or has its Applicable Lending Office or any political subdivision thereof (other than (i) Taxes due to a change in the rate of taxation or (ii) Taxes imposed on or with respect to any payment made by any Borrower hereunder and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers such Borrower will pay to the such Lender or Issuing Bank such additional amount or amounts as will compensate the such Lender or Issuing Bank for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender or an Issuing Bank setting forth in reasonable detail the basis for such claim and the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender or Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’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. 2.12.5 In (f) Anything in this Agreement to the event that contrary notwithstanding, if any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the London interbank market the funding for Eurodollar Loans, then (i) such Lender shall have determined promptly notify the Administrative Agent and the Borrower thereof, (which determination ii) the obligation of such Lender hereunder to make Eurodollar Loans and to continue Eurodollar Loans shall forthwith terminate, and (iii) such Lender’s Eurodollar Loans then outstanding shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted on the making last day of the then current Interest Period for such Eurodollar Loans (or continuance of any Type of Loan has become unlawful or materially restricted on such earlier date as a result of compliance may be required by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writinglaw) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedABR Loans.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR LIBO Loans or participation therein, or its obligation to make CDOR Loans or LIBOR LIBO Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the Lender such Lender, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and such Lender’s desired return on capital), then from time to time the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.13 (a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law of Law, shall be delivered to the Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 (d) In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereofbe final, conclusive and binding upon all parties) at any time that the making or continuance of any Type of LIBO Loan has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Change in Law, or by any applicable guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Borrower and to the Administrative Agent of such determinationdetermination (which notice the Administrative Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrowers Borrower referred to in this Section 2.12.52.13(d), the Borrowers’ Borrower’s right to request (by continuation continuation, conversion or otherwise), and the such Lender’s obligation to make, LIBO Loans of that Type shall be immediately suspended suspended, and thereafter any requested Borrowing of LIBO Loans shall, as to such Lender only, be deemed to be a request for an ABR Loan (from a Tranche A Lender) or a U.S. Base Rate Loan (from a Tranche B Lender), and if the affected Type of LIBO Loan or Loans are then outstanding, the Borrowers Borrower shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Administrative Agent and the affected Lender, convert each such affected Type of LIBO Loan into an ABR Loan (from Tranche A Lenders) or a Type U.S. Base Rate Loan (from Tranche B Lenders), provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.13(d). (e) Any increased costs payable by the Borrower pursuant to this Section 2.13 shall not include increased costs resulting from any Laws of Loan that is not so affectedwhich the Lender requesting the increased cost had actual knowledge prior to the date of this Agreement, or any penalty or other charges payable by such Lender due to its failure to pay or delay in paying any amount required to be paid by it pursuant to this Section 2.13. Any Lender requesting increased costs pursuant to this Section 2.13 will use its reasonable commercial efforts to minimize the amounts payable by the Borrower pursuant to this Section 2.13.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, liquidity or similar requirement (including any compulsory loan, requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of its lendersCredit or participation therein; or (biii) impose subject any Recipient to any Taxes on the Lender or any its loans, loan principal, letters of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders ofcredit, commitments, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Lender Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender Issuing Bank, to a level below that which such Lender or the Lender would Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or the occurrence Issuing Bank’s policies and the policies of such Change in LawLender’s or the 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 the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Lender Issuing Bank or its holding company, as the case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or the Lender Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the LenderIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’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 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the event that Term SOFR Rate or Daily Simply SOFR, or to determine or charge interest rates based upon the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making Term SOFR Rate or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawDaily Simple SOFR, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Term Benchmark Loans or RFR Loans or to convert ABR Loans to Term Benchmark Loans or RFR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Loans and RFR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor with respect to Term Benchmark Loans, if such Lender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately, with respect to RFR Loans or with respect to Term Benchmark Loans if such Lender may not lawfully continue to maintain such Term Benchmark Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Term SOFR Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Term SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Term SOFR Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the any Lender or any of its lenders; orIssuing Bank (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate); (bii) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred Eurocurrency Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, Credit or participation therein; or (iii) subject any Lender or any change to, Issuing Bank to any Tax or other charge additional Taxes of any kind whatsoever with respect to its this Agreement or their CDOR Loans or LIBOR Loans or participation thereinany Loan made by it, or its obligation change the basis of taxation of payments to make CDOR Loans or LIBOR Loanssuch Lender in respect thereof (except, in each case, for Indemnified Taxes indemnifiable under Section 2.17 and any Excluded Taxes); and the result of any of the foregoing shall be to materially increase the cost to the such Lender of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) of the Borrower or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit for the benefit of the Borrower or to reduce the amount of any sum received or receivable by the such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise)) from the Borrower, then the Borrowers Borrower will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity requirements has or would have the effect of materially reducing the Lender’s rate of return with respect to on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender to the Lender Borrower or the Letters of Credit issued by such Issuing Bank for the benefit of the Borrower to a level below that which the such Lender would or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or such Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or such Issuing Bank’s holding company with respect to capital and liquidity adequacy), then from time to time the Borrowers Borrower will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or such Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 ten days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or such Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor, and 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. 2.12.5 In (e) Notwithstanding any other provision herein, if the event that adoption of or any change in any Requirement of Law or in the interpretation or application thereof, in each case, first made after the Closing Date, shall make it unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, such Lender shall have determined promptly give notice thereof to the Administrative Agent and the Borrower, and (which determination a) the commitment of such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall be reasonably exercised and shallsuspended during the period of such illegality, absent manifest error(b) such Lender’s Loans then outstanding as Eurocurrency Loans denominated in an Alternative Currency, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance if any, shall be prepaid by the Lender Borrowers, or redenominated into Dollars in good faith the amount of the Dollar Equivalent thereof, on the respective last days of then current Interest Periods with any Applicable Lawrespect to such Loans or within such earlier period as required by law and (c) such Lender’s Loans then outstanding as Eurocurrency Loans, thenif any, in shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such eventconversion of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender shall give prompt notice (by telephone and confirmed in writing) such amounts, if any, as may be required pursuant to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected2.16.

Increased Costs; Illegality. 2.12.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the any Lender or any of its lenders; or (b) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the such Lender such additional amount or amounts as will compensate the such Lender for any such reduction suffered. 2.12.3 A certificate of the a Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s Lenders’ obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the LenderLenders, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender Adjusted LIBO Rate); (ii) subject the Administrative Agent or any Lender to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its lendersdeposits, reserves, other liabilities or capital attributable thereto; or (biii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the Lender such Lender, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and liquidity), then from time to time after submission by such Lender to the Borrowers Borrower of a written request therefor, the Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth in reasonable detail the amount matters giving rise to a claim under this Section 2.10 and the calculation of such claim by such Lender or amounts necessary to compensate its holding company, as the Lender as specified in Sections 2.12.1 or 2.12.2 case may be, shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (e) Notwithstanding any other provision herein, if any Change in Law shall make it unlawful for any Lender to maintain Eurodollar Loans as contemplated by this Agreement, (i) the event that the commitment of such Lender hereunder to continue Eurodollar Loans as such shall have determined forthwith be canceled and (which determination ii) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be reasonably exercised converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by applicable law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.11. (f) For the avoidance of doubt, notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and shallConsumer Protection Act and all requests, absent manifest errorrules, constitute prima facie evidence guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance all requests, rules, guidelines, requirements and directives promulgated by the Lender in good faith with Bank for International Settlements, the Basel Committee on Banking Supervision (or any Applicable Law, thensuccessor or similar authority) or the United States or foreign regulatory authorities, in any such eventeach case pursuant to Basel III, the Lender shall give prompt notice (by telephone and confirmed in writing) each case be deemed to the Borrowers of such determination. Upon the giving be a Change in Law regardless of the notice to the Borrowers referred to in this Section 2.12.5date enacted, the Borrowers’ right to request (by continuation adopted, issued or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedimplemented.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lendersAdjusted LIBO Rate); or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition (other than Taxes) affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to the such Lender of makingmaking or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, continuinginterest or otherwise), converting then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) 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 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), then from time to time the 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. (c) If after the date of this Agreement, a Change in Law shall subject the Administrative Agent or any Lender to any Taxes as a result of a change in the basis of taxation by the United States or by the foreign jurisdiction under the laws of which such Administrative Agent or Lender is organized or has its Applicable Lending Office or any political subdivision thereof (other than (i) Taxes due to a change in the rate of taxation, (ii) Taxes imposed on or with respect to any payment made by any Borrower hereunder and Taxes described in clause (a), (c), (d) or (e) of the definition of Excluded Taxes, (iii) Indemnified Taxes or (iv) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Administrative Agent or Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the such Administrative Agent or Lender hereunder (whether of principal, interest or otherwise), then the Borrowers such Borrower will pay to the such Administrative Agent or Lender such additional amount or amounts as will compensate the such Administrative Agent or Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender setting forth in reasonable detail the basis for such claim and the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (f) Anything in this Agreement to the event that contrary notwithstanding, if any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the London interbank market the funding for Eurodollar Loans, then (i) such Lender shall have determined promptly notify the Administrative Agent and the Borrower thereof, (which determination ii) the obligation of such Lender hereunder to make Eurodollar Loans and to continue Eurodollar Loans shall forthwith terminate, and (iii) such Lender’s Eurodollar Loans then outstanding shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted on the making last day of the then current Interest Period for such Eurodollar Loans (or continuance of any Type of Loan has become unlawful or materially restricted on such earlier date as a result of compliance may be required by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writinglaw) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedABR Loans.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Lender or any of its lenders; orAdjusted LIBO Rate); (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred the Loans made by such Lender; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) and (c) of the Lender in connection with a Loan hereunder definition of the term “Excluded Taxes” and (including the imposition C) Connection Income Taxes) on the Lender or any of its lenders ofloans, or any change toloan principal, any Tax commitments or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to reduce the amount of any sum received or receivable by the such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) then, from time to time within 10 days following request of such Lender or other Recipient (accompanied by a certificate in accordance with paragraph (c) of this Section), then the Borrowers Company will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient for such additional costs or expenses incurred or reduction suffered; provided that such Lender or other Recipient shall only be entitled to seek such additional amounts if such Person is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities to the extent it is entitled to do so. (b) If any Lender determines 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 has had 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, the Commitments of such Lender or the 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 within 10 days following request of such Lender (accompanied by a certificate in accordance with paragraph (c) of this Section), the Company will pay to such Lender such additional amount or amounts as will compensate the such Lender for or such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender holding company for any such reduction suffered; provided that such Lender shall only be entitled to seek such additional amounts if such Person is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities to the extent it is entitled to do so. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the Lender as specified basis for and, in Sections 2.12.1 or 2.12.2 shall be delivered reasonable detail (to the Borrowersextent practicable), and any such certificate shall include a brief description of the Change in Law and a calculation computation of the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall, shall be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Company shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s intention to claim compensation therefor; provided further that if the Change in Law giving rise to such increased costs, expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) 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 such Lender or the event that applicable lending office of such Lender to make, maintain or fund any Eurocurrency Loan or to charge interest with respect to any Loan, 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 shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, in any upon notice thereof by such eventLender to the Company, the Lender shall give prompt notice Applicable Facility Agent and each other Agent, (by telephone and confirmed in writingi) to the Borrowers any obligation of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation Lender to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediatelymaintain or fund any Eurocurrency Loan, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, continue any Eurocurrency Loan or convert each such affected Type of any ABR Loan into a Type Eurocurrency Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the LIBO Rate, in each case, shall be suspended, and (ii) if such notice asserts the illegality of Loan such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Facility Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Applicable Facility Agent, each other Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the Company shall, upon demand from such Lender (with a copy to the Applicable Facility Agent and each other Agent) prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Facility Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Applicable Facility Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Applicable Facility Agent is not advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so affectedprepaid or converted.

Increased Costs; Illegality. 2.12.1 2.11.1 If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. 2.12.2 2.11.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s 's rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 2.11.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 2.11.1 or 2.12.2 2.11.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 2.11.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 2.11 shall not constitute a waiver of the Lender’s 's right to demand such compensation. 2.12.5 2.11.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.52.11.5, the Borrowers’ ' right to request (by continuation or otherwise), and the Lender’s 's obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (aA) subject any Credit Party to any (or any increase in any) Other Connection Taxes with respect to this Agreement or any other Loan Document, any Letter of Credit, or any participation in a Letter of Credit or any Loan made or Letter of Credit issued by it, except any such Taxes imposed on or measured by its net income or profits (however denominated) or franchise taxes imposed in lieu of net income or profits taxes; (B) impose, modify or deem applicable any reserve, special deposit, additional capital, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender Adjusted LIBO Rate or Overnight LIBO Rate) or any of its lendersIssuing Bank; or (bC) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred Eurocurrency Loans or Overnight LIBO Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Credit Party of making, continuing, converting to into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such other Credit Party of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the such Lender or such other Credit Party hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or such other Credit Party, as the Lender case may be, such additional amount or amounts as will compensate such Lender or such other Credit Party, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of, or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Lender such Issuing Bank, to a level below that which the such Lender would or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or such Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall, in each case, be deemed to be a Change in Law, regardless of the date enacted, adopted or issued. (d) A certificate of the a Lender or any Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower Representative and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay such Lender or such Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’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 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (f) If by reason of any Change in Law subsequent to the event that Second Restatement Date, disruption or currency of foreign exchange markets, war or civil disturbance or similar event, the Lender shall have determined (which determination funding of any Loans in an Acceptable Foreign Currency or the issuance of any Letters of Credit in an Acceptable Foreign Currency shall be reasonably exercised and shallimpossible or, absent manifest errorin the reasonable judgment of the Administrative Agent or the Required Lenders, constitute prima facie evidence thereofsuch Acceptable Foreign Currency is no longer available or readily convertible to dollars, or the Dollar Equivalent of such Acceptable Foreign Currency is no longer readily calculable, then, no Loans shall be made or Letters of Credit shall be issued in the relevant Acceptable Foreign Currency. (g) at any time that the making or continuance If payment in respect of any Type Loan or Letter of Credit shall be due in a currency other than dollars and/or at a place of payment other than New York and if, by reason of any Change in Law subsequent to the Second Restatement Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or the Required Lenders, the applicable Acceptable Foreign Currency is no longer available or readily convertible to dollars, or the Dollar Equivalent of such Acceptable Foreign Currency is no longer readily calculable, then, at the election of any affected Lender or Issuing Bank, the applicable Borrower shall make payment of such Loan has become unlawful or materially restricted Letter of Credit in dollars (based upon the Dollar Equivalent thereof for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or in New York, and shall indemnify such Lender against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedalternative payment.

Increased Costs; Illegality. 2.12.1 If any Change in Law shall: (a) imposeIf, modify due to either (i) the introduction of or deem applicable any reservechange (including any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or change in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), special depositthere shall be any increase in the cost to any Lender of agreeing to make or making, additional capitalfunding or maintaining Eurodollar Rate Advances, compulsory loanthen the Borrower shall from time to time, insurance charge or similar requirement against assets ofupon demand by such Lender (with a copy of such demand to the Paying Agent), deposits with or pay to the Paying Agent for the account ofof such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, or credit extended bysubmitted to the Borrower and the Paying Agent by such Lender, the Lender or any of its lenders; orshall be conclusive and binding for all purposes, absent manifest error. (b) impose on If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the corporation controlling such Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce that the amount of any sum received such capital or receivable liquidity is increased by or based upon the Lender existence of such Lender’s commitment to lend hereunder and other commitments of this type or of the Letters of Credit (whether of principal, interest or otherwisesimilar contingent obligations), then then, upon demand by such Lender (with a copy of such demand to the Borrowers will Paying Agent), the Borrower shall pay to the Lender such additional amount or amounts as will compensate Paying Agent for the Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence account of such Change in LawLender, then from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the Borrowers will pay light of such circumstances, to the extent that such Lender reasonably determines such additional amount increase in capital or amounts as will compensate liquidity to be allocable to the Lender for any existence of such reduction suffered. 2.12.3 Lender’s commitment to lend hereunder or to the issuance or maintenance of the Letters of Credit. A certificate of as to such amounts, submitted to the Lender setting forth Borrower and the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 Paying Agent by such Lender, shall be delivered to the Borrowers, conclusive and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shallbinding for all purposes, absent manifest error. (c) If, due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be prima facie evidence any increase in the cost to any Issuing Bank or any Lender of agreeing to issue or of issuing or maintaining any Letter of Credit or any participation therein, then the Borrower shall from time to time, upon demand by such Issuing Bank or Lender (with a copy of such demand to the Paying Agent), pay to the Paying Agent for the account of such Issuing Bank or such Lender, as the case may be, additional amounts sufficient to compensate such Issuing Bank or such Lender, as the case may be, for such increased cost. A certificate as to the amount of such compensation. The Borrowers shall pay increased cost, submitted to the Lender Borrower and the amount shown Paying Agent by such Issuing Bank or such Lender, as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination case may be, shall be reasonably exercised conclusive and shallbinding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, constitute prima facie evidence thereof) at if the introduction of or any time that change in or in the making or continuance interpretation of any Type of Loan has become unlawful law or materially restricted regulation shall make it unlawful, as a result of compliance reasonably determined by the any Lender, or any central bank or other Governmental Authority shall assert that it is unlawful, for such Lender in good faith with any Applicable Lawor its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Paying Agent, (i) the obligation of such Lender to make Eurodollar Rate Advances and to Convert Advances into Eurodollar Rate Advances shall terminate and (ii) the Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender then outstanding into Base Rate Advances in any accordance with Section 2.09, except that such eventConversion may occur, notwithstanding Section 2.09, other than on the last day of the respective Interest Periods for such Eurodollar Rate Advances, if the Borrower has paid all amounts payable under Section 8.03(c). (e) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 2.11, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Lender Basel Committee on Banking Supervision (or any successor or similar authority ) or the applicable United States or foreign regulatory authorities (whether or not having the force of law), in case for this clause (y) pursuant to Basel III, shall give prompt notice (by telephone and confirmed in writing) each case be deemed to the Borrowers of such determination. Upon the giving be a change in law regardless of the notice to the Borrowers referred to in this Section 2.12.5date enacted, the Borrowers’ right to request (by continuation adopted, issued, promulgated or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedimplemented.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lenders; orAdjusted LIBO Rate); (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred Eurodollar Loans made by such Lender; or (iii) subject any Lender to any Tax (except for (1) Indemnified Taxes, (2) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (3) Taxes imposed, as a result of a present or former connection between the Lender in and the jurisdiction imposing such Taxes (other than a connection with a arising from such Lender having executed, delivered or performed its obligations under, or enforced, this Agreement or any other Loan hereunder Document), on gross or net income, profits or revenue (including the imposition value-added or similar Taxes)) on the Lender or any its loans, loan principal, letters of its lenders ofcredit, commitments, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or, in the Lender case of (iii), any Loans) or of making, continuingconverting into, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the 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 Lender’s rate of return with respect to on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans made by such Lender or the Lender Letters of Credit issued by the Issuing Banks to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy or liquidity ratios), then from time to time the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) If by reason of any change in a Requirement of Law subsequent to the Effective Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding of any Foreign Currency Loan in any currency or the funding of any Foreign Currency Loan in any currency to an office located other than in New York shall be impossible or such currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such currency is no longer readily calculable, then, at the election of the Administrative Agent, no Foreign Currency Loans in the relevant currency shall be made or any Foreign Currency Loan in the relevant currency shall be made to an office of the Administrative Agent located in New York, as the case may be. (i) If payment in respect of any Foreign Currency Loan shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Effective Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, such currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such currency is no longer readily calculable, then, at the election of any affected Lender, the Borrower shall make payment of such Loan in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or in New York or (ii) if any Foreign Currency in which Loans are outstanding is redenominated then, at the election of any affected Lender, such affected Loan and all obligations of the applicable Borrower in respect thereof shall be converted into obligations in Dollars (based upon the Exchange Rate in effect on such date, as determined by the Administrative Agent in accordance with the terms hereof), and, in each case, the Borrower shall indemnify the Lenders, against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. (e) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section, setting forth in reasonable detail the calculations upon which such Lender determined such amount and the effective date of the relevant Change in Law, shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 fifteen (15) days after receipt thereof. 2.12.4 (f) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three (3) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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 three (3) month period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (g) If any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans, (i) the event that the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall have determined forthwith be suspended until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans and (which determination ii) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted automatically to ABR Loans on the making respective last days of the then current Interest Periods with respect to such Loans or continuance of any Type of Loan has become unlawful or materially restricted within such earlier period as a result of compliance required by the Lender in good faith with any Applicable Law, then, in law. If any such eventconversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender shall give prompt notice (by telephone and confirmed in writing) such amounts, if any, as may be required pursuant to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected2.13.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender Adjusted LIBO Rate) or any of its lendersthe Issuing Lender; or (bii) impose on the any Lender or any of its lenders the Issuing Lender or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or otherwise), then upon request of such Lender or Issuing Lender, accompanied by any related certification required hereunder, the Borrowers Borrower will pay to such Lender or the Lender Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If any Lender or the Issuing Lender determines that any Change in Law regarding affecting such Person’s capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender Issuing Lender, to a level below that which such Lender or the Issuing Lender would or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or the occurrence Issuing Lender’s policies and the policies of such Change in LawLender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time time, upon request of such Lender or Issuing Lender, accompanied by any related certification required hereunder, the Borrowers Borrower will pay to such Lender or the Lender Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or the Lender Issuing Lender, as the case may be, the amount shown as due on any such certificate within 30 days 10 Business Days after receipt thereof. 2.12.4 (d) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’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. 2.12.5 In the event that the (e) If any Lender shall have determined (which determination shall be determines, acting reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with faith, that any Applicable LawLaw has made it unlawful, or that any central bank or Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the LIBO Rate, or to determine or charge interest rates based upon the LIBO Rate, or any central bank or other Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans in the affected currency or currencies or to convert ABR Loans to Eurodollar Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay such Eurodollar Loans or, if applicable and such Loans are denominated in U.S. Dollars, convert all Eurodollar Loans of such Lender to ABR Loans or (y) if such notice asserts the illegality of such Lender making or maintaining ABR Loans (the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate), the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans. Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Indemnified Tax or other charge with respect to its or their CDOR Loans or LIBOR Eurodollar Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Eurodollar Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or to increase the cost to such Lender of maintaining its obligation to make participating in any such Loan) Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the Lender such Lender, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and such Lender’s desired return on capital), then from time to time the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.9(a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law of Law, shall be delivered to the Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 2.9 shall not constitute a waiver of the such Lender’s right to demand such compensation. 2.12.5 (e) In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereofbe final, conclusive and binding upon all parties) at any time that the making or continuance of any Type of Eurodollar Loan has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Change in Law, or by any applicable guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Borrower and to the Administrative Agent of such determinationdetermination (which notice the Administrative Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrowers Borrower referred to in this Section 2.12.52.9(e), the Borrowers’ Borrower’s right to request (by continuation continuation, conversion or otherwise), and the such Lender’s obligation to make, Eurodollar Loans of that Type shall be immediately suspended suspended, and thereafter any requested conversion into, or continuation of, Eurodollar Loans shall, as to such Lender only, be deemed to be a request for a Base Rate Loan, and if the affected Type of Eurodollar Loan or Loans are then outstanding, the Borrowers Borrower shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Administrative Agent and the affected Lender, convert each such affected Type of Eurodollar Loan into a Type of Loan Base Rate Loan, provided that if more than one Lender is not so affectedaffected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.9(e).

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate) or any Issuing Bank; (ii) impose on any Lender or any of its lenders; or (b) impose on the Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Lender such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the Lender case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law Law, or directive from the BIS or another regulatory authority that such Lender is regulated by, regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender such Issuing Bank, to a level below that which the such Lender would or such Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), by an amount deemed by such Lender or such Issuing Bank to be material, then from time to time the Borrowers Borrower will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the Lender case 64 Cleco Corporation Credit Agreement may be, as specified in Sections 2.12.1 clause (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or such Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 days ten (10) Business Days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than two hundred ten (210) days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law or directive giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’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 two hundred ten (210)‑day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing, (i) to the extent that (x) a Lender will increase its level of capital or liquidity above the level that would have been maintained by such Lender had the Effective Date occurred on October 17, 2014 and there has not been a Change in Law or a directive from BIS or another regulatory authority that such Lender is regulated by or (y) there has been a Change in Law or a directive from BIS or another regulatory authority that such Lender is regulated by and a Lender will increase its level of capital or liquidity by an amount greater than the increase attributable thereto, the Borrower will not be required to pay any amount or amounts pursuant to this Section 2.16 with respect to such increase in capital above that required by the Change in Law and (ii) to the extent that an assignment of all or any portion of the Loan or commitment of any Lender would, at the time of such assignment, result in an increase in costs from those being charged by the assigning Lender prior to the assignment, then the Borrower will not be required to pay such increased costs. 2.12.5 In (e) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the event that Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that Dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the 65 Cleco Corporation Credit Agreement Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, liquidity or similar requirement (including any compulsory loan, requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; (ii) impose on any Lender or any of its lenders; or (b) impose on the Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Lender Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 2.12.2 . If the any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender Issuing Bank, to a level below that which such Lender or the Lender would Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or the occurrence Issuing Bank’s policies and the policies of such Change in LawLender’s or the 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 the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 2.12.3 . A certificate of the a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Lender Issuing Bank or its holding company, as the case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or the Lender Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. 2.12.4 . Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the LenderIssuing Bank’s right to demand such compensation. 2.12.5 In the event ; provided that the Borrower shall not be required to compensate a Lender shall have determined (which determination or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’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 270-day period referred to above shall be reasonably exercised and shallextended to include the period of retroactive effect thereof. If any Lender determines that any Law has made it unlawful, absent manifest erroror that any Governmental Authority has asserted that it is unlawful, constitute prima facie evidence thereof) at for any time that Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the making LIBO Rate, or continuance to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of any Type of Loan has become unlawful such Lender to purchase or materially restricted as a result of compliance by sell, or to take deposits of, Dollars in the Lender in good faith with any Applicable LawLondon interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lenders; orAdjusted Eurodollar Rate); (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred EurodollarSOFR Loans made by the Lender in connection with a Loan hereunder such Lender; or (including the imposition iii) subject any Recipient to any Taxes on the Lender or any its loans, loan principal, letters of its lenders ofcredit, commitments, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in 43 AMERICAS/2023601500.12023601500.4 clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the Lender such Lender, such additional amount or amounts as will compensate the Lender such Lender, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law Law, or directive from the BIS or another regulatory authority that such Lender is regulated by, regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the Lender such Lender, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Xxxxxx’s policies and the occurrence policies of such Change in LawXxxxxx’s holding company with respect to capital adequacy and liquidity), by an amount deemed by such Lender to be material, then from time to time the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 clause (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 days ten (10) Business Days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than two hundred ten (210) days prior to the date that such Lender notifies the Borrower of the Change in Law or directive giving rise to such increased costs or reductions and of such Xxxxxx’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 two hundred ten (210)-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing, to the extent that an assignment of all or any portion of the Loan or commitment of any Lender would, at the time of such assignment, result in an increase in costs from those being charged by the assigning Lender prior to the assignment, then the Borrower will not be required to pay such increased costs. 2.12.5 In (e) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the event that EurodollarTerm SOFR Reference Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shall44 AMERICAS/2023601500.12023601500.4 to purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that Dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank marketTerm SOFR Reference Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue EurodollarSOFR Loans or to convert Base Rate Loans to EurodollarSOFR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar RateAdjusted Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar RateAdjusted Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all EurodollarSOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar RateAdjusted Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such EurodollarSOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such EurodollarSOFR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the EurodollarTerm SOFR Reference Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar RateAdjusted Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the EurodollarTerm SOFR Reference Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lendersAdjusted LIBO Rate); or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to the such Lender of makingmaking or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, continuinginterest or otherwise), converting then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law regarding capital 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 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), then from time to time the 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. (c) If after the date of this Agreement, a Change in Law shall subject any Lender to any Taxes as a result of a change in the basis of taxation by the United States or by the foreign jurisdiction under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof (other than (i) Taxes due to a change in the rate of taxation or (ii)Taxes imposed on or with respect to any payment made by any Borrower hereunder and Excluded Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers such Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender setting forth in reasonable detail the basis for such claim and the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (f) Anything in this Agreement to the event that contrary notwithstanding, if any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the London interbank market the funding for Eurodollar Loans, then (i) such Lender shall have determined promptly notify the Administrative Agent and the Borrower thereof, (which determination ii) the obligation of such Lender hereunder to make Eurodollar Loans and to continue Eurodollar Loans shall forthwith terminate, and (iii) such Lender’s Eurodollar Loans then outstanding shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted on the making last day of the then current Interest Period for such Eurodollar Loans (or continuance of any Type of Loan has become unlawful or materially restricted on such earlier date as a result of compliance may be required by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writinglaw) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedABR Loans.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, liquidity or similar requirement (including any compulsory loan, requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; (ii) impose on any Lender or any of its lenders; or (b) impose on the Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Lender Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Lender Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 2.12.2 . If the any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender Issuing Bank, to a level below that which such Lender or the Lender would Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or the occurrence Issuing Bank’s policies and the policies of such Change in LawLender’s or the 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 the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 2.12.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lendersAdjusted LIBO Rate); or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to the such Lender of makingmaking or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, continuinginterest or otherwise), converting then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law regarding capital 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 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), then from time to time the 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. (c) If after the date of this Agreement, a Change in Law shall subject any Lender to any Taxes as a result of a change in the basis of taxation by the United States or by the foreign jurisdiction under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof (other than (i) Taxes due to a change in the rate of taxation or (ii) Taxes imposed on or with respect to any payment made by any Borrower hereunder and Excluded Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers such Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender setting forth in reasonable detail the basis for such claim and the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (f) Anything in this Agreement to the event that contrary notwithstanding, if any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the London interbank market the funding for Eurodollar Loans, then (i) such Lender shall have determined promptly notify the Administrative Agent and the Borrower thereof, (which determination ii) the obligation of such Lender hereunder to make Eurodollar Loans and to continue Eurodollar Loans shall forthwith terminate, and (iii) such Lender’s Eurodollar Loans then outstanding shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted on the making last day of the then current Interest Period for such Eurodollar Loans (or continuance of any Type of Loan has become unlawful or materially restricted on such earlier date as a result of compliance may be required by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writinglaw) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedABR Loans.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender or any of its lenders; orLender; (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred the Loans made by such Lender; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the Lender in connection with a Loan hereunder definition of the term “Excluded Taxes” and (including the imposition C) Connection Income Taxes) on the Lender or any of its lenders ofloans, or any change toloan principal, any Tax commitments or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to reduce the amount of any sum received or receivable by the such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) then, from time to time within 10 days following request of such Lender or other Recipient (accompanied by a certificate in accordance with paragraph (c) of this Section), then the Borrowers Company will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient for such additional costs or expenses incurred or reduction suffered; provided that such Lender or other Recipient shall only be entitled to seek such additional amounts if such Person is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities to the extent it is entitled to do so. (b) If any Lender determines 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 has had 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, the Revolving Commitments of such Lender or the 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 Xxxxxx’s policies and the policies of such Xxxxxx’s holding company with respect to capital adequacy and liquidity), then, from time to time within 10 days following request of such Lender (accompanied by a certificate in accordance with paragraph (c) of this Section), the Company will pay to such Lender such additional amount or amounts as will compensate the such Lender for or such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender holding company for any such reduction suffered; provided that such Lender shall only be entitled to seek such additional amounts if such Person is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities to the extent it is entitled to do so. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the Lender as specified basis for and, in Sections 2.12.1 or 2.12.2 shall be delivered reasonable detail (to the Borrowersextent practicable), and any such certificate shall include a brief description of the Change in Law and a calculation computation of the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall, shall be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Company shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s intention to claim compensation therefor; provided further that if the Change in Law giving rise to such increased costs, expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) 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 such Lender or the event that the applicable lending office of such Lender shall have to make, maintain or fund Loans whose interest is determined (which determination shall be reasonably exercised and shallby reference to SOFR or Term SOFR or to charge interest with respect to any Loan, absent manifest erroror to determine or charge interest rates, constitute prima facie evidence thereof) at any time that the making based upon SOFR or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawTerm SOFR, then, in any upon notice thereof by such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Company and the Administrative Agent, (i) any obligation of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation Lender to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediatelymaintain or fund any Term SOFR Loan, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, continue any Term SOFR Loan or convert each such affected Type of any ABR Loan into a Type Term SOFR Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon SOFR or Term SOFR, in each case, shall be suspended, and (ii) if such notice asserts the illegality of Loan such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Term SOFR component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the Company shall, upon demand from such Lender (with a copy to the Administrative Agent) prepay or, if applicable, convert all Term SOFR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR or Term SOFR, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is not advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR or Term SOFR. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so affectedprepaid or converted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Tax or charge, other charge than Taxes, with respect to its LIBO Rate Loans, Euro Loans, B/A Borrowings or their CDOR Loans or LIBOR Loans any Letter of Credit or participation therein, or its obligation to make CDOR Loans LIBO Rate Loans, Euro Loans, B/A Borrowings or LIBOR Loansany Letter of Credit); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or any Loan or to reduce the amount of any sum received or receivable by the such Lender or an Issuing Bank hereunder (whether of principal, interest or otherwise), then upon request of such Lender or Issuing Bank the Borrowers applicable Borrower will pay to such Lender or Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s holding company or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Lender Letters of Credit issued by such Issuing Bank, to a level below that which the such Lender would or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or Issuing Bank’s holding company with respect to capital adequacy) and such Lender’s desired return on capital, then from time to time the Borrowers applicable Borrower will pay to such Lender or Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.13 (a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law of Law, shall be delivered to the applicable Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers applicable Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 2.13 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate any Lender or Issuing Bank pursuant to this Section 2.13 for any increased costs or reduction incurred more than 90 days prior to the date such Lender or Issuing Bank, as the case may be, notifies the applicable Borrower in writing of the Change in Law giving rise to such increased costs or reduction and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further, that if such adoption or such change giving rise to such increased costs or reduction is retroactive, such 90-day period shall be extended to include the period of retroactive effect. 2.12.5 (e) In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereofbe final, conclusive and binding upon all parties) at any time that the making or continuance of any Type of LIBO Rate Loan, B/A Borrowing or Euro Loan has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Change in Law, or by any applicable guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers applicable Borrower and to the Administrative Agent of such determinationdetermination (which notice the Administrative Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrowers applicable Borrower referred to in this Section 2.12.52.13(e), the Borrowers’ such Borrower’s right to request (by continuation continuation, conversion or otherwise), and the such Lender’s obligation to make, Loans of that Type LIBO Rate Loans, B/A Borrowing or Euro Loans, as applicable, shall be immediately suspended suspended, and thereafter: (i) any requested Borrowing of LIBO Rate Loans shall, as to such Lender only, be deemed to be a request for a Base Rate Loan, and if the affected Type of LIBO Rate Loan or Loans are then outstanding, the Borrowers applicable Borrower shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Administrative Agent and the affected Lender, convert each such affected Type of LIBO Rate Loan into a Type Base Rate Loan, (ii) any requested B/A Borrowing shall, as to such Lender only, be deemed to be a request for a Prime Rate Loan, and if the affected B/A Borrowings are then outstanding, the applicable Borrower shall immediately upon the expiry of the applicable Contract Period convert each such B/A Borrowing into a Prime Rate Loan, and (iii) any requested Borrowing of Euro Loans shall, at the applicable Borrower’s option, (1) be made as a Borrowing in respect of which the rate to apply to such Lender’s participation is an interest rate equal to the sum, without duplication, of (A) the then Applicable Margin in respect of Euro Loans, (B) the rate notified to the Administrative Agent by such Lender as soon as practicable and in any event before interest is due to be paid in respect of the applicable Interest Period, to be that which expresses as a percentage rate per annum the cost to such Lender of funding their participation in the applicable Borrowing from whatever source it may reasonably select, and (C) the Mandatory Cost, if any applicable to such Lender’s participation in the applicable Borrowing, or (2) as a Base Rate Borrowing in the Euro Equivalent thereof denominated in US Dollars. If the affected Euro Loan or Loans are then outstanding, the applicable Borrower shall immediately, or if permitted by applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Administrative Agent and the affected Lender, convert each such Euro Loan into a Loan permitted under option (1) or (2) above; provided that if more than one Lender is not so affectedaffected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.13(e).

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate) or any Issuing Bank; (ii) impose on any Lender or any of its lenders; or (b) impose on the Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such 66 Cleco Power LLC Credit Agreement Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Lender such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the Lender case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law Law, or directive from the BIS or another regulatory authority that such Lender is regulated by, regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender such Issuing Bank, to a level below that which the such Lender would or such Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), by an amount deemed by such Lender or such Issuing Bank to be material, then from time to time the Borrowers Borrower will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the Lender case may be, as specified in Sections 2.12.1 clause (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or such Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 days ten (10) Business Days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than two hundred ten (210) days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law or directive giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’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 two hundred ten (210)-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing, (i) to the extent that (x) a Lender will increase its level of capital or liquidity above the level that would have been maintained by such Lender had the Effective Date occurred on October 17, 2014 and there has not been a Change in Law or a directive from BIS or another regulatory authority that such Lender is regulated by or (y) there has been a Change in Law or a directive from BIS or another regulatory authority that such Lender is 67 Cleco Power LLC Credit Agreement regulated by and a Lender will increase its level of capital or liquidity by an amount greater than the increase attributable thereto, the Borrower will not be required to pay any amount or amounts pursuant to this Section 2.16 with respect to such increase in capital above that required by the Change in Law and (ii) to the extent that an assignment of all or any portion of the Loan or commitment of any Lender would, at the time of such assignment, result in an increase in costs from those being charged by the assigning Lender prior to the assignment, then the Borrower will not be required to pay such increased costs. 2.12.5 In (e) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the event that Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that Dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender Adjusted LIBO Rate) or any of its lendersthe Issuing Bank; or (bii) impose on the any Lender or any of its lenders the Issuing Bank or the London interbank market (or any other market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting any cost this Agreement or charge directly or indirectly incurred Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Lender Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower or the Subsidiary Borrower, as applicable, will pay to such Lender or the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If any Lender or the Lender Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender Issuing Bank, to a level below that which such Lender or the Lender would Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender's or the occurrence Issuing Bank's policies and the policies of such Change in LawLender's or the Issuing Bank's holding company with respect to capital adequacy), then from time to time the Borrowers Borrower or the Subsidiary Borrower, as applicable, will pay to such Lender or the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. 2.12.3 (c) A certificate of a Lender or the Lender Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Lender Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section 2.15 and in reasonable detail the basis for such amount and the allocation to the Borrower or the Subsidiary Borrower, as applicable, of such amount shall be delivered to the BorrowersBorrower or the Subsidiary Borrower, as applicable, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, conclusive absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.manifest

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lenders; orAdjusted Eurodollar Rate); (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder such Lender; or (including the imposition iii) subject any Recipient to any Taxes on the Lender or any its loans, loan principal, letters of its lenders ofcredit, commitments, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law Law, or directive from the BIS or another regulatory authority that such Lender is regulated by, regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the such Lender to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and liquidity), by an amount deemed by such Lender to be material, then from time to time the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 clause (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 days ten (10) Business Days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than two hundred ten (210) days prior to the date that such Lender notifies the Borrower of the Change in Law or directive giving rise to such increased costs or reductions and of such Lender’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 two hundred ten (210)-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing, to the extent that an assignment of all or any portion of the Loan of any Lender would, at the time of such assignment, result in an increase in costs from those being charged by the assigning Lender prior to the assignment, then the Borrower will not be required to pay such increased costs. 2.12.5 In (e) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the event that Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that Dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender Adjusted LIBO Rate) or any of its lendersIssuing Bank; or (bii) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition (other than Taxes) affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender of makingmaking or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, continuingissuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, converting interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) 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 Loans made by, or participations in Letters of Credit held by, such Lender, 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), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (c) If after the date of this Agreement, a Change in Law shall subject the Administrative Agent, any Lender or Issuing Bank to any Taxes as a result of a change in the basis of taxation by the United States or by the foreign jurisdiction under the laws of which such Administrative Agent, Lender or Issuing Bank is organized or has its Applicable Lending Office or any political subdivision thereof (other than (i) Taxes due to a change in the rate of taxation, (ii) Taxes imposed on or with respect to any payment made by any Borrower hereunder and Taxes described in clause (a), (c), (d) or (e) of the definition of Excluded Taxes, (iii) Indemnified Taxes or (iv) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Administrative Agent or Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the such Administrative Agent, Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers such Borrower will pay to the such Administrative Agent, Lender or Issuing Bank such additional amount or amounts as will compensate the such Administrative Agent, Lender or Issuing Bank for such additional costs cost incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender or an Issuing Bank setting forth in reasonable detail the basis for such claim and the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender or Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’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. 2.12.5 In (f) Anything in this Agreement to the event that contrary notwithstanding, if any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the London interbank market the funding for Eurodollar Loans, then (i) such Lender shall have determined promptly notify the Administrative Agent and the Borrower thereof, (which determination ii) the obligation of such Lender hereunder to make Eurodollar Loans and to continue Eurodollar Loans shall forthwith terminate, and (iii) such Lender’s Eurodollar Loans then outstanding shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted on the making last day of the then current Interest Period for such Eurodollar Loans (or continuance of any Type of Loan has become unlawful or materially restricted on such earlier date as a result of compliance may be required by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writinglaw) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedABR Loans.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Term SOFR Base Rate); (ii) impose on any Lender or any of its lendersinterbank market any other condition, cost or expense (other than Taxes) affecting this Agreement, or Loans made by such Lender or any participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) impose through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on the Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders ofloans, loan principal, commitments, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to into or maintaining any Loan (or of maintaining its obligation to make any such Loan) Loan or to increase the cost to such Lender or such other Recipient of participating in, issuing or maintaining or to reduce the amount of any sum received or receivable by the such Lender hereunder (or such other Recipient hereunder, whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender or such other Recipient, as the Lender case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the by, such Lender to a level below that which the Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Xxxxxx’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers Borrower will pay to such Lender, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender, as the Lender case may be, the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Xxxxxx’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 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In the event that the (e) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at to make or maintain any time that the making Term SOFR Loan or continuance of to give effect to its obligations as contemplated hereby with respect to any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawTerm SOFR Loan, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Borrower and to the Administrative Agent: (i) such Lender may declare that Term SOFR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Term SOFR Loans, whereupon any request for a Term SOFR Borrowing or to convert an ABR Borrowing to a Term SOFR Borrowing or to continue a Term SOFR Borrowing, as applicable, for an additional Interest Period shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Term SOFR Loan into an ABR Loan, as applicable), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Term SOFR Loans made by it be converted to ABR Loans, in which event all such Term SOFR Loans shall be automatically converted to ABR Loans, as of the effective date of such notice as provided in the last sentence of this paragraph. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph, all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Loans that would have been made by such Lender or the converted Term SOFR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Loans, as applicable. For purposes of this paragraph, a notice to the Borrower by any Lender shall be effective as to each Term SOFR Loan made by such Lender, convert each if lawful, on the last day of the Interest Period currently applicable to such affected Type Term SOFR Loan; in all other cases such notice shall be effective on the date of Loan into a Type of Loan that is not so affectedreceipt by the Borrower.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Lender or any of its lenders; orAdjusted LIBO Rate); (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred Eurodollar Loans made by such Lender; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the Lender in connection with a Loan hereunder definition of the term “Excluded Taxes” and (including the imposition C) Connection Income Taxes) on the Lender or any of its lenders ofloans, or any change toloan principal, any Tax commitments or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) Loan or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise)any other amount) then, then from time to time upon request of such Lender, the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs or expenses incurred or reduction suffered. 2.12.2 (b) If the any Lender reasonably determines 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 has had or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by the such Lender to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy or liquidity), then then, from time to time upon request of such Lender, the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) If by reason of any change in a Requirement of Law subsequent to the Effective Date, material disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding of any Foreign Currency Loan in any currency or the funding of any Foreign Currency Loan in any currency to an office located other than in New York shall be impossible or such currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such currency is no longer readily calculable, then, at the election of the Administrative Agent, no Foreign Currency Loans in the relevant currency shall be made or any Foreign Currency Loan in the relevant currency shall be made to an office of the Administrative Agent located in New York, as the case may be. (i) If payment in respect of any Foreign Currency Loan shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Effective Date, material disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, such currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such currency is no longer readily calculable, then, at the election of any affected Lender, the Borrower shall make payment of such Loan in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in good faith and in accordance with the terms hereof) and/or in New York or (ii) if any Foreign Currency in which Loans are outstanding is redenominated then, at the election of any affected Lender, such affected Loan and all obligations of the applicable Borrower in respect thereof shall be converted into obligations in Dollars (based upon the Exchange Rate in effect on such date, as determined by the Administrative Agent in good faith and in accordance with the terms hereof), and, in each case, the Borrower shall indemnify the Lenders, against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. (e) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 shall be (b) of this Section 2.12 delivered to the Borrowers, and any such certificate Borrower shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender, as the Lender case may be, the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (f) Failure or delay on the part of the any Lender to make written demand for compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.12 for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (g) If any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans, (i) the event that the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall have determined forthwith be suspended until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans and (which determination ii) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted automatically to ABR Loans on the making respective last days of the then current Interest Periods with respect to such Loans or continuance of any Type of Loan has become unlawful or materially restricted within such earlier period as a result of compliance required by the Lender in good faith with any Applicable Law, then, in law. If any such eventconversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender shall give prompt notice (by telephone and confirmed in writing) such amounts, if any, as may be required pursuant to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected2.13.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Term SOFR Rate) or any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or the relevant interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender or any Letter of its lendersCredit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) impose through (d) of the definition of the term “Excluded Taxes” and (C) Connection Income Taxes) on the Lender or any its loans, letters of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders ofcredit, or any change to, any Tax commitments or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any Loan, or to increase the cost to such Loan) Lender, Issuing Bank or other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or otherwiseany other amount), then then, from time to time following request of such Lender, Issuing Bank or other Recipient (accompanied by a certificate in accordance with Section 2.14(c), the Borrowers Company will pay to such Lender, Issuing Bank or other Recipient, as the Lender case may be, such additional amount or amounts as will compensate the Lender such Lender, Issuing Bank or other Recipient for such additional costs or expenses incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Lender such Issuing Bank, to a level below that which the such Lender would or Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or such Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then then, from time to time following the Borrowers request of such Lender or Issuing Bank (accompanied by a certificate in accordance with Section 2.14(c)), the Company will pay to such Lender or Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the Lender a Lender, Issuing Bank or other Recipient setting forth the basis for and, in reasonable detail (to the extent practicable), computation of the amount or amounts 57 necessary to compensate such Lender, Issuing Bank or other Recipient or its holding company, as the Lender case may be, as specified in Sections 2.12.1 Section 2.14(a) or 2.12.2 2.14(b) shall be delivered to the Borrowers, Company and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Company shall pay such Lender, Issuing Bank or other Recipient, as the Lender case may be, the amount shown as due on any such certificate within 30 10 days after receipt thereof. Notwithstanding the foregoing provisions of this Section 2.14, no Lender or Issuing Bank shall demand compensation for any increased cost or expense or reduction pursuant to the foregoing provisions of this Section 2.14 if it shall not at the time be the general policy or practice of such Lender or Issuing Bank to demand (to the extent it is entitled to do so) such compensation from similarly situated borrowers in similar circumstances under comparable provisions of other credit agreements. 2.12.4 (d) Failure or delay on the part of the Lender any Lender, Issuing Bank or other Recipient to demand compensation pursuant to this Section 2.12 2.14 shall not constitute a waiver of the such Lender’s, Issuing Bank’s or other Recipient’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender, Issuing Bank or other Recipient pursuant to this Section 2.14 for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that such Lender, Issuing Bank or other Recipient, as the case may be, notifies the Company of the Change in Law or other circumstance giving rise to such increased costs or expenses or reductions and of such Lender’s, Issuing Bank’s or other Recipient’s intention to claim compensation therefor; provided further that, if the Change in Law or other circumstance giving rise to such increased costs or expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) 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 such Lender or the event that applicable lending office of such Lender to make, maintain or fund any Term SOFR Rate Loan or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Lawrelevant interbank market, then, in any upon notice thereof by such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Company and the Administrative Agent, (i) any obligation of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation Lender to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediatelymaintain or fund any Term SOFR Rate Loan, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, continue any Term SOFR Rate Loan or convert each such affected Type of any ABR Loan into a Type Term SOFR Rate Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon SOFR, in each case, shall be suspended, and (ii) if such notice asserts the illegality of Loan such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Daily Simple SOFR component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Daily Simple SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the Company shall, upon demand from such Lender (with a copy to the Administrative Agent) prepay or, if applicable, convert all Term SOFR Rate Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Daily Simple SOFR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Rate Loans to such day, or immediately, if such Lender 58 may not lawfully continue to maintain such Term SOFR Rate Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Daily Simple SOFR component thereof until the Administrative Agent is not advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so affectedprepaid or converted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lendersAdjusted LIBO Rate); or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) 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 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 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. (c) If after the date of this Agreement, a Change in Law shall subject any Lender to any taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers such Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a), (b) or 2.12.2 (c) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error. In determining such amount, be prima facie evidence of the amount of such compensationLender may use any reasonable averaging and attribution methods. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or such Lender’s holding company pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (f) Anything in this Agreement to the event that contrary notwithstanding, if any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the London interbank market the funding for Eurodollar Loans, then (i) such Lender shall have determined promptly notify the Administrative Agent and the Borrower thereof, (which determination ii) the obligation of such Lender hereunder to make Eurodollar Loans and to continue Eurodollar Loans shall forthwith terminate, and (iii) such Lender’s Eurodollar Loans then outstanding shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted on the making last day of the then current Interest Period for such Eurodollar Loans (or continuance of any Type of Loan has become unlawful or materially restricted on such earlier date as a result of compliance may be required by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writinglaw) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedABR Loans.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: : (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, liquidity or similar requirement (including any compulsory loan, requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lendersAdjusted LIBO Rate); or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder such Lender; or (including the imposition iii) subject any Recipient to any Taxes on the Lender or any its loans, loan principal, letters of its lenders ofcredit, commitments, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such other Recipient to reduce the amount of any sum received or receivable by the such Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender or such other Recipient, as the Lender case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 . If the any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the such Lender to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.30

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate) or any Issuing Bank; 56 Cleco Power LLC Credit Agreement (ii) impose on any Lender or any of its lenders; or (b) impose on the Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loanscapital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Lender such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the Lender case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law Law, or directive from the BIS or another regulatory authority that such Lender is regulated by, regarding capital or liquidity requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Lender such Issuing Bank, to a level below that which the such Lender would or such Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), by an amount deemed by such Lender or such Issuing Bank to be material, then from time to time the Borrowers Borrower will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the Lender case may be, as specified in Sections 2.12.1 clause (a) or 2.12.2 (b) of this Section shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or such Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 days ten (10) Business Days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than two hundred ten (210) days prior to the date that such Lender or 57 Cleco Power LLC Credit Agreement such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law or directive giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’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 two hundred ten (210)‑day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing, (i) to the extent that (x) a Lender will increase its level of capital or liquidity above the level that would have been maintained by such Lender had the Effective Date occurred on October 17, 2014 and there has not been a Change in Law or a directive from BIS or another regulatory authority that such Lender is regulated by or (y) there has been a Change in Law or a directive from BIS or another regulatory authority that such Lender is regulated by and a Lender will increase its level of capital or liquidity by an amount greater than the increase attributable thereto, the Borrower will not be required to pay any amount or amounts pursuant to this Section 2.16 with respect to such increase in capital above that required by the Change in Law and (ii) to the extent that an assignment of all or any portion of the Loan or commitment of any Lender would, at the time of such assignment, result in an increase in costs from those being charged by the assigning Lender prior to the assignment, then the Borrower will not be required to pay such increased costs. 2.12.5 In (e) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its lending office to make, maintain or fund Loans whose interest is determined by reference to the event that Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that Dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate (and such Lender shall use commercially reasonable efforts to provide such notice promptly following such 58 Cleco Power LLC Credit Agreement circumstances no longer existing as determined by such Lender in its sole discretion). Upon any such eventprepayment or conversion, the Lender Borrower shall give prompt notice (by telephone and confirmed in writing) to also pay accrued interest on the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation amount so prepaid or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedconverted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on any Lender, the Lender or any of its lenders Canadian Issuing Bank, the U.S. Issuing Bank or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Indemnified Tax or other charge with respect to its or their CDOR LIBO Rate Loans or LIBOR Loans any Letter of Credit or participation therein, or its obligation to make CDOR LIBO Rate Loans or LIBOR Loansany Letter of Credit); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Letters of Credit, Letter of Credit Guarantees or any Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such Lender, such additional amount or amounts as will compensate the Lender such Lender, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s capital or on the capital of such Lender’s, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Letter of Credit Guarantees held by such Lender, or the Letters of Credit or Letter of Credit Guarantees issued by the Lender Canadian Issuing Bank or the U.S. Issuing Bank, as applicable, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy) and such Lender’s desired return on capital, then from time to time the Borrowers will pay to the Lender such Lender, such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.12(a) or 2.12.2 (b), together with a description in reasonable detail of the Change of Law, shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shallbe conclusive evidence, absent manifest error, as to the compensation required to be prima facie evidence of paid by the amount of applicable Borrowers pursuant to Sections 2.12(a) or (b), as the case may be. In preparing any such compensationcertificate, a Lender shall be entitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers shall pay the such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation. 2.12.5 In the event ; provided that the Borrowers shall not be required to compensate a Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at pursuant to this Section 2.12 for any time increased costs incurred or reductions suffered more than 90 days prior to the date that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) delivers to the Borrowers the certificate contemplated in clause 2.12(c) above notifying the Borrowers of the Change in Law giving rise to the applicable increased costs or reduction(s) suffered and of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation intention to makeclaim compensation therefor. (e) This Section 2.12 shall not apply to increased costs with respect to Taxes, Loans of that Type which shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted governed solely by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.Section 2.14

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR LoansIndemnified Tax); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or to increase the cost to such Lender of maintaining its obligation to make participating in any such Loan) Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the Lender such Lender, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy and such Lender’s desired return on capital), then from time to time the Borrowers Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.6(a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law of Law, shall be delivered to the Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 2.6 shall not constitute a waiver of the such Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders the Issuing Bank or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Indemnified Tax or other charge with respect to its or their CDOR LIBO Rate Loans or LIBOR Loans any Letter of Credit or participation therein, or its obligation to make CDOR LIBO Rate Loans or LIBOR Loansany Letter of Credit); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit or any Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the Lender such Lender, such additional amount or amounts as will compensate the Lender such Lender, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s capital or on the capital of such Lender’s, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Lender Issuing Bank, to a level below that which the such Lender would or such Lender’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s policies and the occurrence policies of such Change in LawLender’s holding company with respect to capital adequacy) and such Lender’s desired return on capital, then from time to time the Borrowers Borrower will pay to the Lender such Lender, such additional amount or amounts as will compensate the such Lender or such Lender’s holding company for any such reduction suffered. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, and Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, and (b) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law for purposes of this Section 2.12(b) regardless of the date enacted, adopted, issued or implemented. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.12(a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law of Law, shall be delivered to the Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation. 2.12.5 (e) In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereofbe final, conclusive and binding upon all parties) at any time that the current or reasonably expected foreign currency markets are unusually unstable or that the making or continuance of any Type of Loan denominated in a currency other than Canadian Dollars has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Law, or by any applicable guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Borrower and to the Agent of such determinationdetermination (which notice the Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrowers Borrower referred to in this Section 2.12.52.12(e), the Borrowers’ Borrower’s right to request (by continuation continuation, conversion or otherwise), and the such Lender’s obligation to make, Loans of that Type denominated in a currency other than Canadian Dollars shall be immediately suspended suspended, and thereafter any requested Borrowing of Loans denominated in a currency other than Canadian Dollars shall, as to such Lender only, be deemed to be a request for a Canadian Prime Loan, and if the affected Type of Loan or Loans are then outstanding, the Borrowers Borrower shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Agent and the affected Lender, convert each such Loan denominated in a currency other than Canadian Dollars into a Canadian Prime Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.12(e). (f) If prior to the commencement of any Interest Period for a LIBO Rate Borrowing: (i) the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or (ii) the 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 Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBO Rate Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a LIBO Rate Borrowing, such Borrowing shall be made as a Base Rate Borrowing; provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for LIBO Rate Borrowings may be made to Lenders that are not affected thereby, and (B) if the circumstances giving rise to such notice affect only one Type of Loan into a Borrowings, then the other Type of Loan that is not so affectedBorrowings shall be permitted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such Reserve Requirement reflected in the Lender LIBOR Rate) or any Issuing Bank); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its lendersloans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (biii) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the such Lender or any Letter of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans Credit or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the such Lender or such other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or otherwise)any other amount) then, then upon request of such Lender, Issuing Bank or other Recipient, the Borrowers Borrower will pay to such Lender, Issuing Bank or other Recipient, as the Lender case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements adequacy or liquidity requirements, has or would have the effect of reducing the Lender’s rate of return with respect to 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, the Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Lender any Issuing Bank, to a level below that which the such Lender would or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity requirements), then from time to time the Borrowers Borrower will pay to such Lender or Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or any Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a) or 2.12.2 shall be (b) of this Section 2.14 and delivered to the BorrowersBorrower, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender or such Issuing Bank, as the Lender case may be, the amount shown as due on any such certificate within 30 days 10 Business Days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 2.14 shall not constitute a waiver of the such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or any Issuing Bank pursuant to this Section 2.14 for any increased costs or reductions incurred more than six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). 2.12.5 (e) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clause (ii) below, any Lender shall have reasonably determined (which determination shall be reasonably exercised and shall, absent manifest clearly demonstrable error, constitute prima facie evidence thereofbe final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBOR Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate; or (ii) at any time time, that the making or continuance of any Type of Eurodollar Loan has become unlawful or materially restricted as a result of by compliance by the such Lender in good faith with any Applicable Lawlaw, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the interbank LIBOR market; then, and in any such event, such Lender (or the Lender Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give prompt notice (if by telephone and telephone, confirmed in writing) to the Borrowers Borrower and to the Administrative Agent of such determination. Upon determination (which notice the giving 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 (which notice the Administrative Agent agrees to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwisegive at such time when such circumstances no longer exist), and any Borrowing Request or Interest Election Request given by the Lender’s obligation Borrower with respect to make, Loans of Eurodollar Borrowings that Type have not yet been incurred shall be immediately suspended deemed rescinded by the Borrower, and (y) in the case of clause (ii) above, the Borrower shall either (A) if the affected Type of Loans are Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.14(e)(ii) or (B) if the affected Eurodollar Loan is then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one three Business Day prior written Days’ notice to the LenderAdministrative Agent, require the affected Lender to convert each such affected Type of Eurodollar Loan into a Type of Loan an ABR Loan, provided that if more than one Lender is not so affectedaffected at any time, then all affected Lenders must be treated in the same manner.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: : (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or any Relevant Interbank Market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender or any Letter of its lendersCredit or participation therein; or or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) impose through (d) of the definition of the term “Excluded Taxes” and (C) Connection Income Taxes) on the Lender or any its loans, letters of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders ofcredit, or any change to, any Tax commitments or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any Loan), to increase the cost to such Loan) Lender, Issuing Bank or other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) then, from time to time following request of such Lender, Issuing Bank or other Recipient (accompanied by a certificate in accordance with paragraph (e) of this Section), then the Borrowers Company will pay to such Lender, Issuing Bank or other Recipient, as the Lender case may be, such additional amount or amounts as will compensate the Lender such Lender, Issuing Bank or other Recipient for such additional costs or expenses incurred or reduction suffered. 2.12.2 (b) If the any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediatelyby, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type participations in Letters of Loan into a Type of Loan that is not so affected.Credit [[3851767]]

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement requirement) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Lender or any of its lenders; orAdjusted LIBO Rate); (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any condition, cost or charge directly expense (other than Taxes) affecting this Agreement or indirectly incurred the Loans made by the such Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of the term “Excluded Taxes” and (C) Connection Income Taxes) on its loans, commitments or other obligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) Loan or to reduce the amount of any sum received or receivable by the such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount), then then, from time to time following request of such Lender or other Recipient (accompanied by a certificate in accordance with Section 2.14(c), the Borrowers Company will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient for such additional costs or expenses incurred or reduction suffered. (b) If any Lender determines 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 has had 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, the Commitments of such Lender or the 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 following the request of such Lender (accompanied by a certificate in accordance with Section 2.14(c)), the Company will pay to such Lender such additional amount or amounts as will compensate the such Lender for or such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender or other Recipient setting forth the amount or amounts necessary to compensate the Lender as specified basis for and, in Sections 2.12.1 or 2.12.2 shall be delivered reasonable detail (to the Borrowersextent practicable), and any such certificate shall include a brief description of the Change in Law and a calculation computation of the amount or amounts necessary to compensate such Lender or other Recipient or its holding company, as the Lender case may be, as specified in Section 2.14(a) or 2.14(b) shall be delivered to the Company and shall, shall be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Company shall pay such Lender or other Recipient, as the Lender case may be, the amount shown as due on any such certificate within 30 10 days after receipt thereof. Notwithstanding the foregoing provisions of this Section 2.14, no Lender shall demand compensation for any increased cost or expense or reduction pursuant to the foregoing provisions of this Section 2.14 if it shall not at the time be the general policy or practice of such Lender to demand (to the extent it is entitled to do so) such compensation from similarly situated borrowers in similar circumstances under comparable provisions of other credit agreements. 2.12.4 (d) Failure or delay on the part of the any Lender or other Recipient to demand compensation pursuant to this Section 2.12 2.14 shall not constitute a waiver of the such Lender’s or other Recipient’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or other Recipient pursuant to this Section 2.14 for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that such Lender or other Recipient, as the case may be, notifies the Company of the Change in Law or other circumstance giving rise to such increased costs or expenses or reductions and of such Lender’s or other Recipient’s intention to claim compensation therefor; provided further that, if the Change in Law or other circumstance giving rise to such increased costs or expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (e) 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 such Lender or the event that applicable lending office of such Lender to make, maintain or fund any LIBOR Loan or to charge interest with respect to any Loan, 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 shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that dollars in the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable LawLondon interbank market, then, in any upon notice thereof by such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Company and the Administrative Agent, (i) any obligation of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation Lender to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediatelymaintain or fund any LIBOR Loan, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, continue any LIBOR Loan or convert each such affected Type of any ABR Loan into a Type LIBOR Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the LIBO Rate, in each case, shall be suspended, and (ii) if such notice asserts the illegality of Loan such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the Company shall, upon demand from such Lender (with a copy to the Administrative Agent) prepay or, if applicable, convert all LIBOR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is not advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so affectedprepaid or converted.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, the Lender Administrative Agent, the Collateral Trustee or the L/C Issuer (except any of its lenderssuch reserve requirement reflected in the Adjusted LIBOR Rate); or (bii) impose on any Lender, the Lender Administrative Agent, the Collateral Trustee or any of its lenders the L/C Issuer or the London interbank market any other condition affecting this Agreement, any cost LIBOR Loans made by Lender, the Administrative Agent, the Collateral Trustee or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender L/C Issuer or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender such Person of making, continuing, converting to making or maintaining any LIBOR Loan hereunder (or of maintaining its obligation to make any such Loan) or to increase the cost to such Person or to reduce the amount of any sum received or receivable by the Lender such Person hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the Lender such Person such additional amount or amounts as will compensate the Lender such Person for such additional costs incurred or reduction suffered. Failure to demand compensation pursuant to this Section shall not constitute a waiver of such Person’s right to demand such compensation. 2.12.2 (b) If any Lender, the Lender Administrative Agent, the Collateral Trustee or the L/C Issuer determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Person’s capital or on the capital of such Person’s holding company, if any, as a consequence of this Agreement or the Loans made made, Letters of Credit issued or commitments held available by the Lender such Person to a level below that which the Lender would such Person or such Person’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Person’s policies and the occurrence policies of such Change in LawPerson’s holding company with respect to capital adequacy), then from time to time the Borrowers Borrower will pay to such Lender, the Lender Administrative Agent, the Collateral Trustee or the L/C Issuer such additional amount or amounts as will compensate the Lender such Person or such Person’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of any Lender, the Lender Administrative Agent, the Collateral Trustee or the L/C Issuer calculating and setting forth the amount or amounts necessary to compensate such Person or its holding company, as the Lender case may be, as specified in Sections 2.12.1 Section 2.10(a) or 2.12.2 2.10(b) shall be delivered to the Borrowers, Borrower and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay such Lender, the Lender Administrative Agent, the Collateral Trustee or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of any Lender, the Lender Administrative Agent, the Collateral Trustee or the L/C Issuer to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s such Person right to demand such compensation; provided that Borrower shall not be required to compensate any Lender, the Administrative Agent, the Collateral Trustee or the L/C Issuer pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Person notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’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 nine-month period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 (e) Notwithstanding any other provision of this Agreement, if, after the date of this Agreement, any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan, then, by written notice to Borrower and to the Administrative Agent: (i) such Lender may declare that LIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and Base Rate Loans will not thereafter (for such duration) be converted into LIBOR Loans), whereupon any request for a LIBOR Loan or to convert a Base Rate Loan to a LIBOR Loan or to continue a LIBOR Loan, as applicable, for an additional Interest Period shall, as to such Lender only, be deemed a request for a Base Rate Loan (or a request to continue a Base Rate Loan as such for an additional Interest Period or to convert a LIBOR Loan into a Base Rate Loan, as applicable), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Loans made by it be converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically converted to Base Loans, as of the effective date of such notice as provided in the last sentence of this paragraph. In the event that the any Lender shall exercise its rights under clauses (i) or (ii) of this Section 2.10(e), all payments and prepayments of principal that would otherwise have determined (which determination been applied to repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loans, as applicable. For purposes of this Section 2.10(e), a notice to Borrower by any Lender shall be reasonably exercised and shalleffective as to each LIBOR Loan made by such Lender, absent manifest errorif lawful, constitute prima facie evidence thereof) at any time that on the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving last day of the Interest Period currently applicable to such LIBOR Loan; in all other cases such notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than effective on the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedreceipt by Borrower.

Increased Costs; Illegality. 2.12.1 If any Change in Law shall: (a) impose, modify or deem applicable If any Governmental Authority in the jurisdiction of any currency shall have in effect any reserve, special deposit, additional capital, compulsory loan, insurance charge liquid asset or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or (b) impose on the Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its any category of deposits or their CDOR Loans or LIBOR Loans or participation thereinliabilities customarily used to fund loans in such currency, or its obligation by reference to make CDOR which interest rates applicable to Loans or LIBOR Loans); in such currency are determined, and the result of any of the foregoing such requirement shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Eurocurrency Revolving Loan in such currency by an amount deemed by such Lender to be material, and such Lender shall deliver to the Company a notice requesting compensation under this paragraph and setting forth the applicable Statutory Reserve Rate, then the Company will pay or cause the applicable Borrower to pay to such Lender on each Interest Payment Date with respect to each affected Loan an amount equal to the difference between (i) the interest payable on such Loan or such date and (ii) the interest that would have been payable had such Loan borne interest at a rate equal to (A) the LIBO Rate for the applicable Interest Period multiplied by the applicable Statutory Reserve Rate plus (B) the Applicable Rate or Margin applicable to such Loan. (b) If any Change in Law shall impose on any Lender or the London interbank market (or any other market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any condition affecting this Agreement or Eurocurrency Loans made by such Lender (other than any reserve, liquid asset or similar requirement referred to in paragraph (a) above), and the result thereof shall be to increase the cost to such Lender of making or maintaining its obligation to make any such Loan) Eurocurrency Loan or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise)in respect thereof by an amount deemed by such Lender to be material, then the Borrowers Company will pay or cause the applicable Borrower to the pay to such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered.. 63 56 2.12.2 (c) If the any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to 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 Loans made by the such Lender to a level below that which the such Lender would or such Lender's holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender's policies and the occurrence policies of such Change in LawLender's holding company with respect to capital adequacy), then from time to time the Borrowers Company will pay to the such Lender such additional amount or amounts as will compensate the such Lender or such Lender's holding company for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in Sections 2.12.1 paragraph (a), (b) or 2.12.2 (c) of this Section shall be delivered to the Borrowers, Company and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, be presumed correct absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Company shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s 's right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender'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 six-month period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (f) Notwithstanding the event that the foregoing provisions of this Section , a Lender shall have determined (which determination shall not be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance entitled to compensation pursuant to this Section in respect of any Type Competitive Loan if the Change in Law that would otherwise entitle it to such 64 57 (g) Notwithstanding any other provision of this Agreement, if, after the date hereof, (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan has become unlawful or materially restricted to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for the Multicurrency Lenders holding a result majority in interest of compliance by the Lender outstanding Multicurrency Loans denominated in good faith with any Applicable Lawthe affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, the Borrower, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Company and to the Administrative Agent: (i) such Lender may declare that Eurocurrency Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (in the affected currency or currencies) (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a Loan denominated in dollars, as the case may be (or a request to continue an ABR Loan as such or to convert a Eurocurrency Loan into an ABR Loan, as the case may be, on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; provided that upon any such request by any such Lender, convert each the Company may repay any Eurocurrency Loan on the last day of the then current Interest Period with respect thereto in lieu of converting any such affected Type of Eurocurrency Loan into an ABR Loan; and 66 59 (ii) such Lender may require that all outstanding Eurocurrency Loans (in the affected currency or currencies), made by it be converted to ABR Loans or Loans denominated in dollars, as the case may be, in which event all such Eurocurrency Loans (in the affected currency or currencies) shall be converted to ABR Loans or Loans denominated in dollars, as the case may be, as of the effective date of such notice as provided in paragraph (h) below and at the Exchange Rate on the date of such conversion or, at the option of the Company, repaid on the last day of the then current Interest Period with respect thereto. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or Loans denominated in dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Loans denominated in dollars, as the case may be. (h) For purposes of this Section 2.14, a Type notice to the Company by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of Loan that is not so affectedthe Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Lender or any of its lendersAdjusted LIBO Rate); or (bii) impose on the any Lender or any of its lenders or the London interbank market any other condition affecting any cost this Agreement or charge directly or indirectly incurred Eurodollar Loans made by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans)such Lender; and the result of any of the foregoing shall be to increase the cost to the such Lender of makingmaking or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, continuinginterest or otherwise), converting then the Borrower will, following receipt of the certificate referred to in clause (d) below, pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines 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 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 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), then from time to time the Borrower will, following receipt of the certificate referred to in clause (d) below, 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. (c) If after the date of this Agreement, a Change in Law shall subject any Lender to any taxes (other than Taxes imposed on or with respect to any payment made by any Borrower hereunder and Excluded Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers such Borrower will pay to the such Lender such additional amount or amounts as will compensate the such Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. 2.12.3 (d) A certificate of the a Lender setting forth in reasonable detail the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 shall be delivered to the Borrowers, basis and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate such Lender or its holding company, as the Lender case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall, shall be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (e) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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. 2.12.5 In (f) Anything in this Agreement to the event that contrary notwithstanding, if any Change in Law shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or to obtain in the London interbank market the funding for Eurodollar Loans, then (i) such Lender shall have determined promptly notify the Administrative Agent and the Borrower thereof, (which determination ii) the obligation of such Lender hereunder to make Eurodollar Loans and to continue Eurodollar Loans shall forthwith terminate, and (iii) such Lender’s Eurodollar Loans then outstanding shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that converted on the making last day of the then current Interest Period for such Eurodollar Loans (or continuance of any Type of Loan has become unlawful or materially restricted on such earlier date as a result of compliance may be required by the Lender in good faith with any Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writinglaw) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedABR Loans.

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lendersLender; or (bii) impose on the any Lender or any of its lenders Issuing Bank or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder this Agreement (including the imposition on the any Lender or any of its lenders of, or any change to, any Tax or charge, other charge than Taxes, with respect to its or their CDOR LIBO Rate Loans or LIBOR Loans any Letter of Credit or participation therein, or its obligation to make CDOR LIBO Rate Loans or LIBOR Loansany Letter of Credit); and the result of any of the foregoing shall be to increase the cost to the such Lender of making, continuing, converting to making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or any Loan or to reduce the amount of any sum received or receivable by the such Lender or an Issuing Bank hereunder (whether of principal, interest or otherwise), then upon request of such Lender the Borrowers applicable Borrower will pay to such Lender or Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the Lender case may be, for such additional costs incurred or reduction suffered. 2.12.2 (b) If the any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s holding company or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Lender Letters of Credit issued by such Issuing Bank, to a level below that which the such Lender would or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law prior to (taking into consideration such Lender’s or Issuing Bank’s policies and the occurrence policies of such Change in LawLender’s or Issuing Bank’s holding company with respect to capital adequacy) and such Lender’s desired return on capital, then from time to time the Borrowers applicable Borrower will pay to such Lender or Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate the such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 2.12.3 (c) A certificate of the a Lender setting forth the amount or amounts necessary to compensate the such Lender as specified in Sections 2.12.1 2.13 (a) or 2.12.2 shall be delivered to the Borrowers(b), and any such certificate shall include together with a brief description of the Change in Law of Law, shall be delivered to the applicable Borrower, and a calculation of the amount or amounts necessary to compensate the Lender and shall, shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be prima facie evidence of the amount of such compensationentitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers applicable Borrower shall pay the such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. 2.12.4 (d) Failure or delay on the part of the any Lender to demand compensation pursuant to this Section 2.12 2.13 shall not constitute a waiver of the such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate any Lender or Issuing Bank pursuant to this Section 2.13 for any increased costs or reduction incurred more than 90 days prior to the date such Lender or Issuing Bank, as the case may be, notifies the applicable Borrower in writing of the Change in Law giving rise to such increased costs or reduction and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further, that if such adoption or such change giving rise to such increased costs or reduction is retroactive, such 90-day period shall be extended to include the period of retroactive effect. 2.12.5 (e) In the event that the any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereofbe final, conclusive and binding upon all parties) at any time that the making or continuance of any Type of LIBO Rate Loan has become unlawful or materially restricted as a result of compliance by the such Lender in good faith with any Applicable Change in Law, or by any applicable guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers applicable Borrower and to the applicable Administrative Agent of such determinationdetermination (which notice such Administrative Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrowers applicable Borrower referred to in this Section 2.12.52.13(e), the Borrowers’ such Borrower’s right to request (by continuation continuation, conversion or otherwise), and the such Lender’s obligation to make, LIBO Rate Loans of that Type shall be immediately suspended suspended, and thereafter any requested Borrowing of LIBO Rate Loans shall, as to such Lender only, be deemed to be a request for a Base Rate Loan (in respect of the Canadian Revolving Credit) or an ABR Loan (in respect of the U.S. Revolving Credit), and if the affected Type of LIBO Rate Loan or Loans are then outstanding, the Borrowers applicable Borrower shall immediately, or if permitted by Applicable applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the applicable Administrative Agent and the affected Lender, convert each such affected Type of LIBO Rate Loan into a Type of Base Rate Loan or ABR Loan, as applicable, provided that if more than one Lender is not so affectedaffected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.13(e).

Increased Costs; Illegality. 2.12.1 If any Change in Law shall: (a) imposeIf, modify due --------------------------- to either (i) the introduction of or deem applicable any reservechange (including any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or change in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), special depositthere shall be any increase in the cost to any Lender of agreeing to make or making, additional capitalfunding or maintaining Eurodollar Rate Advances, compulsory loanthen the Borrower shall from time to time, insurance charge or similar requirement against assets ofupon demand by such Lender (with a copy of such demand to the Administrative Agents), deposits with or pay to the Paying Agent for the account ofof such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, or credit extended bysubmitted to the Borrower and the Administrative Agents by such Lender, the Lender or any of its lenders; orshall be conclusive and binding for all purposes, absent manifest error. (b) impose on If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the corporation controlling such Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation therein, or its obligation to make CDOR Loans or LIBOR Loans); and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce that the amount of any sum received such capital is increased by or receivable based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Lender hereunder (whether of principal, interest or otherwiseAdministrative Agents), then the Borrowers will Borrower shall pay to the Lender such additional amount or amounts as will compensate Paying Agent for the Lender for such additional costs incurred or reduction suffered. 2.12.2 If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence account of such Change in LawLender, then from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the Borrowers will pay light of such circumstances, to the extent that such Lender reasonably determines such additional amount or amounts as will compensate increase in capital to be allocable to the Lender for any existence of such reduction suffered. 2.12.3 Lender's commitment to lend hereunder. A certificate of as to such amounts, submitted to the Lender setting forth Borrower and the amount or amounts necessary to compensate the Lender as specified in Sections 2.12.1 or 2.12.2 Administrative Agents by such Lender, shall be delivered to the Borrowers, conclusive and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shallbinding for all purposes, absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 2.12.4 Failure (c) Notwithstanding any other provision of this Agreement, if the introduction of or delay on any change in or in the part of the Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Lender’s right to demand such compensation. 2.12.5 In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance interpretation of any Type of Loan has become unlawful law or materially restricted regulation shall make it unlawful, as a result of compliance determined by the any Lender, or any central bank or other Governmental Authority shall assert that it is unlawful, for such Lender in good faith with any Applicable Lawor its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, in any on notice thereof and demand therefor by such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Borrower through the Administrative Agents, (i) the obligation of such determination. Upon Lender to make Eurodollar Rate Advances and to Convert Advances into Eurodollar Rate Advances shall terminate and (ii) the giving Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender then outstanding into Base Rate Advances in accordance with Section 2.08, except that such Conversion may occur, notwithstanding Section 2.08, other than on the last day of the notice to the Borrowers referred to in this Section 2.12.5respective Interest Periods for such Eurodollar Rate Advances, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affectedBorrower has paid all amounts payable under Section 8.03(c).

Increased Costs; Illegality. 2.12.1 (a) If any Change in Law shall: (ai) impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or the Daily Simple RFR) or any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or any Relevant Interbank Market or other applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender or any Letter of its lendersCredit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) impose through (d) of the definition of the term “Excluded Taxes” and (C) Connection Income Taxes) on the Lender or any its loans, letters of its lenders or the London interbank market any other condition affecting any cost or charge directly or indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders ofcredit, or any change to, any Tax commitments or other charge with respect to its or their CDOR Loans or LIBOR Loans or participation thereinobligations, or its obligation to make CDOR Loans deposits, reserves, other liabilities or LIBOR Loans)capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to the such Lender or other Recipient of making, continuingconverting to, converting to continuing or maintaining any Loan (or of maintaining its obligation to make any Loan), to increase the cost to such Loan) Lender, Issuing Bank or other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) then, from time to time following request of such Lender, Issuing Bank or other Recipient (accompanied by a certificate in accordance with paragraph (e) of this Section), then the Borrowers Company will pay to such Lender, Issuing Bank or other Recipient, as the Lender case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient for such additional costs or expenses incurred or reduction suffered. (b) If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, 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 such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then, from time to time following the request of such Lender or Issuing Bank (accompanied by a certificate in accordance with paragraph (e) of this Section), the Company will pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. (c) If the cost to any Lender of making, converting to, continuing or maintaining any Revolving Loan or Swingline Loan to (or of maintaining its obligation to make any such Loan) or the cost to any Lender or any Issuing Bank of participating in, issuing or maintaining any Letter of Credit or Swingline Loan issued for the account of or made to any Foreign Borrowing Subsidiary (or of maintaining its obligation to participate in or issue any such Letter of Credit or Swingline Loan) is increased (or the amount of any sum received or receivable by any Lender or any Issuing Bank (or its applicable lending office) is reduced) by reason of the fact that such Foreign Borrowing Subsidiary is incorporated in, has its principal place of business in, or borrows from a jurisdiction outside the United States of America, then, from time to time following request of such Lender or Issuing Bank (accompanied by a certificate in accordance with paragraph (e) of this Section), the Company will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Revolving Lender or Issuing Bank or other Recipient for such additional costs incurred or reduction suffered. 2.12.2 If (d) Without duplication of any reserve requirement reflected in the Adjusted LIBO Rate or the Daily Simple RFR, the Company will pay to each Revolving Lender determines that any Change in Law regarding capital requirements has (i) as long as such Revolving Lender shall be required by a central banking or would have the effect of reducing the Lender’s rate of return financial regulatory authority with regulatory authority over such Revolving Lender to maintain reserves with respect to liabilities or assets consisting of or including funds or deposits obtained in any Relevant Interbank Market or other applicable interbank market, additional interest on the unpaid principal amount of each LIBOR Revolving Loan, CDOR Revolving Loan or RFR Revolving Loan equal to the actual costs of such reserves allocable to such Loan by such Revolving Lender (as determined by such Revolving Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Revolving Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the LIBOR Revolving Loans, CDOR Revolving Loans made or RFR Revolving Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Revolving Commitment or Revolving Loan by such Revolving Lender (as determined by such Revolving Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Revolving Loan; provided that the Company shall have received the certificate referred to in paragraph (e) of this Section with respect to such additional interest or costs from such Revolving Lender to a level below that which the Lender would have achieved but for such Change in Law at least 10 days prior to such date (and, in the occurrence of event such Change in Lawcertificate shall have been delivered after such time, then from time to time the Borrowers will pay to the Lender such additional amount interest or amounts costs shall be due and payable as will compensate the Lender for any such reduction sufferedset forth in paragraph (e) of this Section). 2.12.3 (e) A certificate of the Lender a Lender, Issuing Bank, or other Recipient setting forth the amount or amounts necessary to compensate the Lender as specified basis for and, in Sections 2.12.1 or 2.12.2 shall be delivered reasonable detail (to the Borrowersextent practicable), and any such certificate shall include a brief description of the Change in Law and a calculation computation of the amount or amounts necessary to compensate such Lender, Issuing Bank, or other Recipient or its holding company, as the Lender case may be, as specified in paragraph (a), (b), (c) or (d) of this Section shall be delivered to the Company and shall, shall be conclusive absent manifest error, be prima facie evidence of the amount of such compensation. The Borrowers Company shall pay such Lender, Issuing Bank or other Recipient, as the Lender case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. Notwithstanding the foregoing provisions of this Section, no Lender or Issuing Bank shall demand compensation for any increased or other cost or reduction pursuant to the foregoing provisions of this Section if it shall not at the time be the general policy or practice of such Lender or Issuing Bank to demand (to the extent it is entitled to do so) such compensation from similarly situated borrowers in similar circumstances under comparable provisions of other credit agreements. 2.12.4 (f) Failure or delay on the part of the Lender any Lender, Issuing Bank or other Recipient to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the such Lender’s, Issuing Bank’s or other Recipient’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender, Issuing Bank or other Recipient pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that such Lender, Issuing Bank or other Recipient, as the case may be, notifies the Company of the Change in Law or other circumstance giving rise to such increased costs or expenses or reductions and of such Lender’s, Issuing Bank’s or other Recipient’s intention to claim compensation therefor; provided further that if the Change in Law or other circumstance giving rise to such increased costs, expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 2.12.5 In (g) 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 such Lender or the event that applicable lending office of such Lender to make, maintain or fund any LIBOR Loan or CDOR Loan or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the LIBO Rate or CDO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender shall have determined (which determination shall be reasonably exercised and shallto purchase or sell, absent manifest erroror to take deposits of, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by applicable currency in the Lender in good faith with any Applicable LawRelevant Interbank Market, then, in any upon notice thereof by such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers Company and the Administrative Agent, (i) any obligation of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.12.5, the Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation Lender to make, Loans of that Type shall be immediately suspended and maintain or fund any LIBOR Loan (if the affected Type of Loans are then outstandingapplicable, the Borrowers shall immediatelyin such currency) or CDOR Loan, or to continue any LIBOR Loan (if permitted by Applicable Lawapplicable, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, in such currency) or CDOR Loan or convert each such affected Type of any ABR Loan into a Type LIBOR Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the LIBO Rate or CDO Rate, as the case may be, shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the applicable Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay LIBOR Loans or CDOR Loans, as the case may be, of such Lender or, if applicable, convert all LIBOR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans or CDOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans or CDOR Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid or converted. (h) 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 such Lender or the applicable lending office of such Lender to perform any of its obligations hereunder or under any Loan that is Document with respect to any Foreign Borrowing Subsidiary, to make, maintain or fund any Loan to any Foreign Borrowing Subsidiary or to charge interest with respect to any Loan to any Foreign Borrowing Subsidiary, or to determine or charge interest rates with respect to any credit extension to any Foreign Borrowing Subsidiary, then, upon notice thereof by such Lender to the Company and the Administrative Agent, any obligation of such Lender to make, maintain or fund any such Loan (if applicable, in an affected currency), or to continue any such Loan (if applicable, in an affected currency) or convert any ABR Loan into a LIBOR Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates with respect to any credit extensions, as the case may be, in each case with respect to such Foreign Borrowing Subsidiary, shall be suspended (and to the extent required by applicable Law, cancelled). Upon receipt of such notice, the applicable Foreign Borrowing Subsidiary shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay any such Loans of such Lender to such Foreign Borrowing Subsidiary or, if applicable, convert all such LIBOR Loans of such Lender to such Foreign Borrowing Subsidiary to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so affectedprepaid or converted. The applicable Borrower shall also take all reasonable actions requested by the Administrative Agent or such Lender to mitigate or avoid such illegality.