Common use of Increased Costs; Illegality Clause in Contracts

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, any Lender or (y) imposed on any Lender any other condition relating to this Agreement or the Advances made by it, and the result of any event referred to in clause (x) or (y) shall be to increase the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Illegality. (a) Except as to taxesIf the adoption or change of any Law, leviesrule, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of or administration thereof by any law Governmental Authority, central bank, or regulation comparable agency charged with the interpretation or (ii) the administration thereof, or compliance by any Lender Credit Party with any guideline request or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency or any Regulatory Change after the Closing Date: (i) subjects such Credit Party to any tax, duty, or other charge with respect to any Loan or Note, or changes the basis of taxation of any amounts payable to such Credit Party under this Agreement or any Note in respect of any Loan or otherwise with respect to any Obligations (other than taxes imposed on the overall net income of such Credit Party by the jurisdiction in which such Credit Party has its principal office); (ii) imposes, there shall be (x) imposedmodifies, modified or deemed deems applicable any reserve, special deposit deposit, assessment, compulsory loan, or similar requirement against assets held by, or letters (other than the Reserve Requirement utilized in the determination of the Adjusted LIBOR Rate) relating to any extensions of credit or guarantees issued byother assets of, or any deposits in with or for the account other liabilities or commitments of, such Credit Party, including the applicable Loans extended by such Credit Party hereunder or any Lender other Obligations owing to such Credit Party; or (yiii) imposed imposes on any Lender such Credit Party or the applicable interbank market any other condition relating to affecting this Agreement or any Note or any Obligation or any of such extensions of credit or liabilities or commitments or the Advances made costs of deposits maintained by it, any Credit Party in obtaining funds to carry any of the Loans or Obligations; and the result of any event referred to in clause (x) or (y) shall be of the foregoing is to increase the cost to such Lender Credit Party of agreeing to make or the making, funding converting into, continuing, or maintaining Eurodollar Rate Advancesor participating in any Loan or to reduce any yield or sum received or receivable by such Credit Party under this Agreement or any Note with respect to any Loan or other Obligation, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of such Lender additional Credit Party on demand such amount or amounts sufficient to as will compensate such Lender Credit Party for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest errorreduction.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.122.13), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender Party with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, any Lender Party or (y) imposed on any Lender Party any other condition relating to this Agreement or the Advances made by itit or the issuance by it of Letters of Credit, and the result of any event referred to in clause (x) or (y) shall be to increase the cost to such Lender Party of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances, then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender Party has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a2.10(a), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that if such Lender Party fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender Party notifies the Borrower; provided further that, before making any such demand, such Lender Party agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such LenderLender Party, be otherwise disadvantageous to such LenderLender Party. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that If a Change of Law occurs after the Borrower Closing Date which shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters of Credit issued by the introduction Letter of Credit Issuer or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation such Lender’s participation therein, or (ii) shall impose on the compliance by any Lender with any guideline Letter of Credit Issuer or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, any Lender or (y) imposed on any Lender any other condition relating to conditions affecting this Agreement Agreement, any Letter of Credit or the Advances made by it, such Lender’s participation therein; and the result of any event referred to in clause (x) or (y) shall be of the foregoing is to increase the cost to the Letter of Credit Issuer or such Lender of agreeing issuing, maintaining or participating in any Letter of Credit, or to make reduce the amount of any sum received or makingreceivable by the Letter of Credit Issuer or such Lender hereunder (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges), funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to timethen, upon demand to the Borrowers by the Letter of Credit Issuer or such Lender (with a copy of which notice shall be sent by the Letter of Credit Issuer or such demand Lender to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), the Borrowers shall pay to the Administrative Agent for the account Letter of Credit Issuer or such Lender such additional amount or amounts sufficient to as will compensate the Letter of Credit Issuer or such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lenderreduction. A certificate as to the amount of such increased cost, submitted to the Borrower and Borrowers by the Letter of Credit Issuer or any Lender, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such Lender to the Administrative Agent by Agent), setting forth the basis for the determination of such Lender, additional amount or amounts necessary to compensate the Letter of Credit Issuer or any such Lender as aforesaid shall be conclusive and binding for all purposes, on the Borrowers absent manifest error, although the failure to deliver any such certificate shall not release or diminish any of the Borrowers’ obligations to pay additional amounts pursuant to this Section.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities If the Lender in good faith determines that compliance with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation enacted or (ii) introduced after the compliance by any Lender with date hereof, or any guideline or request from of any central bank or other governmental authority in any case introduced, changed, interpreted adopted or requested made after the date hereof (whether or not having the force of law), there shall be or any condition affecting the Advance or this Agreement imposed on the Lender (or its lending office) or the London interbank market after the date hereof, either (x) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, any Lender or (y) imposed on any Lender any other condition relating to this Agreement or the Advances made by it, and the result of any event referred to in clause (x) or (y) shall be to increase increases the cost to such the Lender (or its lending office) of agreeing to make or making, making or funding or maintaining Eurodollar Rate Advancesthe Advance or (y) reduces the amount of any sum receivable by the Lender (or its lending office) on the Note or (z) affects the amount of capital required to be maintained by the Lender or any corporation controlling the Lender and that the amount of such capital is increased by or based upon the existence of the Advance, then then, the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for Lender, within 10 days after delivery by the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate of a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount required to compensate the Lender therefor, the amount required to compensate the Lender therefor (a certificate of the Lender as to such increased cost, submitted amount to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent on the Borrower in the absence of manifest error). If, after the date of this Agreement, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof or compliance by the Lender (or its lending office) with any request or directive (whether or not having the force of law) of any such authority shall make it unlawful or impossible for the Lender (or its lending office) to make, maintain or fund the Advance, the Lender forthwith shall so notify the Borrower. Upon receipt of such notice, the Borrower shall prepay in full the then outstanding principal amount of the Advance, together with accrued interest thereon, on either (i) the last day of the Interest Period applicable thereto if the Lender may lawfully continue to maintain and fund the Advance to such day or (ii) immediately if the Lender may not lawfully continue to fund and maintain the Advance to such day.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have If any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided Change in Section 2.12), if, due to either Law shall: (i) the introduction of impose, modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets held byof, or letters of credit or guarantees issued by, or deposits in with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate); (ii) impose on any Lender or (y) imposed on any Lender the London interbank market any other condition relating to condition, cost or expense affecting this Agreement or the Advances Eurodollar Loans made by itsuch Lender; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital 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 event referred to in clause (x) or (y) of the foregoing shall be to increase the cost to such Lender or such other Recipient of agreeing making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or makingto reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, funding interest or maintaining Eurodollar Rate Advancesotherwise), then the Borrower shall will pay to such Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in 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 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 46 Bridge Loan Agreement such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), by an amount deemed by such Lender to be material, then from time to timetime 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) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in clause (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of 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, (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 2.13 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. (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 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 to purchase or sell, or to take deposits of, Dollars in the London 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 47 Bridge Loan Agreement 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 by from such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after ), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans (the first date interest rate on which Base Rate Loans of such Lender has actual knowledge 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 entitled to make demand no longer illegal for payment under this Section 2.09(a), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate determine or charge interest rates based upon the Eurodollar Rate (and such Lender for shall use commercially reasonable efforts to provide such increased cost; provided, however, that if notice promptly following such circumstances no longer existing as determined by such Lender fails to so notify in its sole discretion). Upon any such prepayment or conversion, the Borrower within such 60-day period, such increased cost shall commence accruing also pay accrued interest on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lenderso prepaid or converted. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.Section 2.14

Increased Costs; Illegality. (aSECTION 2.14 If any Change in Law shall:(a) Except as subject any Recipient to taxes, levies, imposts, deductions, charges, withholdings any Taxes or liabilities withholding of any nature(i) with respect thereto (it being understood that to this Agreement, the Borrower shall not have any liability for any taxesother Loan Documents, leviessuch Lender’s Commitment, imposts, deductions, charges, withholdings a Letter of Credit or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change Loans (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes), or materially change the basis of taxation (except for changes in taxes(ii) on gross receipts, income or profits or its franchise tax) of payments to any change by way Recipient of imposition the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or - 60 - \\DC - 769032/000001 - 15799738 v7 impose or increase of reserve requirements included in the Eurodollar Rate Reserve Percentageor render applicable any special deposit,(iii) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank reserve, assessment, liquidity, capital adequacy or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof similar requirements (whether or not having the force of law), there shall be (xlaw and which are not already reflected in any amounts payable by Borrower hereunder) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender Lender, or (y) imposed impose on any Lender Recipient any other condition relating conditions or requirements with(iv) respect to this Agreement Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Advances made by it, Loans or such Lender’s Commitment forms a part; and the result of any event referred to in clause (x) or (y) of the foregoing shall be to increase the cost to such Lender of agreeing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or makingto increase the cost to such Lender or the Issuing Bank of participating in, funding issuing or maintaining Eurodollar Rate Advancesany Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower shall will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.. If any Lender or Issuing Bank determines that any Change in Law(b) regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender or Issuing Bank’s capital or on the capital of such Lender 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 Letter of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender or Issuing Bank’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time, upon demand by time the Borrower will pay to such Lender (with a copy of or the Issuing Bank, as the case may be, such demand to the Administrative Agent) made within 60 days after the first date on which additional amount or amounts as will compensate such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to or the Administrative Agent for the account of Issuing Bank or such Lender additional or Issuing Bank’s holding company for any such reduction suffered. A certificate of a Lender or the Issuing Bank setting forth the amount or(c) amounts sufficient necessary to compensate such Lender for such increased cost; providedor the Issuing Bank or its holding company, howeveras the case may be, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost as specified in paragraph (a) or (b) of this Section shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted delivered to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand(d) compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the 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 - 61 - \\DC - 769032/000001 - 15799738 v7

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have If any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided Change in Section 2.12), if, due to either Law shall: (i) the introduction of impose, modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets held byof, or letters of credit or guarantees issued by, or deposits in 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 (y) imposed on any Lender Issuing Bank or any Relevant Interbank Market any other condition relating to condition, cost or expense (other than Taxes) affecting this Agreement or the Advances Loans made by itsuch Lender or any Letter of Credit 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, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any event referred to in clause (x) or (y) of the foregoing shall be to increase the cost to such Lender or other Recipient of agreeing making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any Loan), to increase the cost to such Lender, Issuing Bank or makingother Recipient of participating in, funding issuing or maintaining Eurodollar Rate Advancesany Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit), then or to reduce the Borrower shall amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment time following request of such Lender, be otherwise disadvantageous Issuing Bank or other Recipient (accompanied by a certificate in accordance with paragraph (e) of this Section), the Company will pay to such Lender. A certificate , Issuing Bank or other Recipient, as to the case may be, such additional amount of such increased cost, submitted to the Borrower and the Administrative Agent by or amounts as will compensate such Lender, shall be conclusive and binding Issuing Bank or other Recipient for all purposessuch 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, absent manifest error.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 [[3851767]]

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have If any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided Change in Section 2.12), if, due to either Law shall: (i) the introduction of impose, modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets held byof, or letters of credit or guarantees issued by, or deposits in with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate, the Daily Simple RFR or, if applicable pursuant to Section 2.11, the Adjusted Daily Simple SOFR) or any Issuing Bank; (ii) impose on any Lender or (y) imposed on any Lender Issuing Bank or any applicable interbank market any other condition relating to condition, cost or expense (other than Taxes) affecting this Agreement or the Advances Loans made by itsuch Lender or any Letter of Credit 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) with respect to its loans, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any event referred to in clause (x) or (y) of the foregoing shall be to increase the cost to such Lender or other Recipient of agreeing making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any Loan), to increase the cost to such 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 such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any 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), the Company will pay to such Lender, Issuing Bank or other Recipient, as the 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 69 [[5866265v.11]] 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 Xxxxxx’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, funding converting to, continuing or maintaining Eurodollar Rate Advancesany 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. (d) Without duplication of any reserve requirement reflected in the Adjusted Term SOFR, the Daily Simple RFR or, if applicable pursuant to Section 2.11, the Adjusted Daily Simple SOFR, the Company will pay to each Lender (i) as long as such Lender shall be required by a central banking or financial regulatory authority with regulatory authority over such Lender to maintain reserves with respect to liabilities or assets consisting of or including funds or deposits obtained in any applicable interbank market, additional interest on the unpaid principal amount of each Term SOFR Loan, CDOR Loan, RFR Loan or, if applicable, Daily Simple SOFR Loan equal to the actual costs of such reserves allocable to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such 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 Term SOFR Loans, CDOR Loans, RFR Loans or, if applicable, Daily Simple SOFR 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 Commitment or Loan by such Lender (as determined by such 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 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 Lender at least 10 days prior to such date (and, in the 70 [[5866265v.11]] event such certificate shall have been delivered after such time, then such additional interest or costs shall be due and payable as set forth in paragraph (e) of this Section). (e) A certificate of 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 necessary to compensate such Lender, Issuing Bank, or other Recipient or its holding company, as the case may be, as specified in paragraph (a), (b), (c) or (d) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender, Issuing Bank or other Recipient, as the 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 unless such Lender or Issuing Bank certifies that it is 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. (f) Failure or delay on the part of any Lender, Issuing Bank or other Recipient to demand compensation pursuant to this Section shall not constitute a waiver of 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 Borrower 180-day period referred to above shall from time be extended to timeinclude the period of retroactive effect thereof. (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 applicable lending office of such Lender to make, maintain or fund any Term SOFR Loan or CDOR Loan or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the Adjusted Term SOFR or CDO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, the applicable currency in the applicable interbank market, 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 Term SOFR Loan or CDOR Loan, or to continue any Term SOFR Loan or CDOR Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the Adjusted Term SOFR or CDO Rate, as the case may be, shall be suspended, until such Xxxxxx notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrowers shall, upon demand by from such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which ), prepay Term SOFR Loans or CDOR Loans of such Lender or convert all Term SOFR Loans of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such 71 [[5866265v.11]] Lender may lawfully continue to maintain such Term SOFR Loans or CDOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans or CDOR Loans. 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 actual knowledge made it unlawful, or that any Governmental Authority has asserted that it is entitled unlawful, for such Lender or the applicable lending office of such Lender to make demand for payment perform any of its obligations hereunder or under this Section 2.09(aany Loan 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), pay or to continue any such Loan (if applicable, in an affected currency) or convert any ABR Loan into a Term SOFR 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 for the account Agent), prepay any such Loans of such Lender additional amounts sufficient to compensate such Foreign Borrowing Subsidiary or, if applicable, convert all such Term SOFR Loans of such Lender for to such increased cost; providedForeign Borrowing Subsidiary to ABR Loans, howevereither on the last day of the Interest Period therefor, that if such Lender fails may lawfully continue to so notify the Borrower within maintain such 60-day periodLoans to such day, or immediately, if such increased cost shall commence accruing on Lender may not lawfully continue to maintain such later date on which the Lender notifies the Borrower; provided further that, before making Loans. Upon any such demandprepayment or conversion, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce applicable Borrower shall also pay accrued interest on the amount of, such increased cost and would not, in the so prepaid or converted. The applicable Borrower shall also take all reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and actions requested by the Administrative Agent by or such Lender, shall be conclusive and binding for all purposes, absent manifest errorLender to mitigate or avoid such illegality. SECTION 2.13.

Increased Costs; Illegality. (a) Except as to taxesIf, leviesafter the Closing Date, impoststhe adoption of, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than in, any applicable law, rule, or regulation, or any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of or administration thereof, by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by any Lender Agent or the Lenders (or their Affiliates) with any guideline request, guideline, or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof directive (irrespective of whether or not having the force of law) of any Governmental Authority (each of the foregoing in this clause (a), there a “Regulatory Change”) shall be (x) imposedimpose, modified modify, or deemed deem applicable any reserve, special deposit deposit, or similar requirement (including any Eurocurrency Reserve Requirement or any other such requirement imposed by the Federal Reserve Board) against assets held byAssets of, or letters of credit or guarantees issued bydeposits with, or deposits in or for the account of, any Lender or credit extended by, Agent or the Lenders (yor their Affiliates) imposed or shall impose on any Lender Agent or the Lenders (or their Affiliates) any other condition relating to this Agreement affecting its SOFR Loans or the Advances made by it, and the result of any event referred to in clause (x) or (y) shall be to increase the cost to such Lender of agreeing its obligation to make SOFR Loans, then, Agent may or makingsuch Lender, funding or maintaining Eurodollar Rate Advancesby written notice given to Borrower, then the require Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of Lender Group such Lender additional amounts sufficient to as shall compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making Group for any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted reduction, loss, or expense actually incurred by the Lender Group in connection with the Loans; provided that Borrower shall not be required to compensate Agent or such Lender pursuant to this Section for any increased costs incurred or reductions incurred more than nine months prior to the date that Agent or such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and the Administrative Agent by of Agent’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change 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). Any such request for compensation by Agent under this Section 2.12 shall set forth the basis of calculation thereof and shall, in the absence of manifest error, be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Illegality. (a) Except as to taxesIf, leviesafter the Closing Date, impoststhe adoption of, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than in, any applicable law, rule, or regulation, or any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of or administration thereof, by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by any Lender Agent or the Lenders (or their Affiliates) with any guideline request, guideline, or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof directive (irrespective of whether or not having the force of law) of any governmental authority (Governmental Authority (each of the foregoing in this clause (a), there a “Regulatory Change”) shall be (x) imposedimpose, modified modify, or deemed deem applicable any reserve, special deposit deposit, or similar requirement (including any Eurocurrency Reserve Requirement or any other such requirement imposed by the Federal Reserve Board, but excluding with respect to any LIBOR Rate Loan any such requirement included in the calculation of the Base LIBOR Rate, as applicable) against assets held byAssets of, or letters of credit or guarantees issued bydeposits with, or deposits in or for the account of, any Lender or credit extended by, Agent or the Lenders (yor their Affiliates) imposed or shall impose on any Lender Agent or the Lenders (or their Affiliates) or the interbank eurodollar market any other condition relating to this Agreement affecting its LIBOR RateSOFR Loans, as applicable, or the Advances made by it, and the result of any event referred to in clause (x) or (y) shall be to increase the cost to such Lender of agreeing its obligation to make LIBOR RateSOFR Loans, as applicable, then, Agent may or makingsuch Lender, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand written notice given to the Administrative Agent) made within 60 days after Borrower, require the first date on which such Lender has actual knowledge that it is entitled Borrowers to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of Lender Group such Lender additional amounts sufficient to as shall compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making Group for any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to reduction, loss, or expense incurred by the Borrower Lender Group in connection with the Loans. Any such request for compensation by Agent under this Section 2.13 shall set forth the basis of calculation thereof and shall, in the Administrative Agent by such Lenderabsence of manifest error, shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have If any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided Change in Section 2.12), if, due to either Law shall: (i) the introduction of impose, modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed deem applicable any reserve, special deposit or similar requirement against assets held byof, or letters of credit or guarantees issued by, or deposits in with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBO Rate) or the Issuing Bank; (ii) impose on any Lender or (y) imposed on any Lender the Issuing Bank or the London or Euro- zone interbank market any other condition relating to affecting this Agreement or the Advances Eurodollar Loans made by itsuch Lender or any Letter of 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 deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar Taxes)); and the result of any event referred to in clause (x) or (y) of the foregoing shall be to increase the cost to such Lender or such other Recipient of agreeing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or makingto increase the cost to such Lender, funding the Issuing Bank or such other Recipient of participating in, issuing or maintaining Eurodollar Rate Advances, then the Borrower shall from time any Letter of Credit or to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent any sum received or receivable by such Lender, shall be conclusive the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the applicable Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the 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 the Issuing Bank’s capital or liquidity or on the capital or liquidity 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 Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and binding the policies of such Lender’s or the Issuing Bank’s holding company with respect to such capital adequacy and liquidity requirements), then from time to time the applicable Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for all purposes, absent manifest errorany such reduction suffered.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that If a Change of Law occurs after the Borrower Closing Date which shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters of Credit issued by the introduction Letter of Credit Issuer or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation such Lender’s participation therein, or (ii) shall impose on the compliance by any Lender with any guideline Letter of Credit Issuer or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, any Lender or (y) imposed on any Lender any other condition relating to conditions affecting this Agreement Agreement, any Letter of Credit or the Advances made by it, such Lender’s participation therein; and the result of any event referred to in clause (x) or (y) shall be of the foregoing is to increase the cost to the Letter of Credit Issuer or such Lender of agreeing issuing, maintaining or participating in any Letter of Credit, or to make reduce the amount of any sum received or makingreceivable by the Letter of Credit Issuer or such Lender hereunder (other than any increased cost or reduction in the amount received or receivable resulting from a change in the rate of income taxes), funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to timethen, upon demand to the Borrower by the Letter of Credit Issuer or such Lender (with a copy of which notice shall be sent by the Letter of Credit Issuer or such demand Lender to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), the Borrower shall pay to the Administrative Agent for the account Letter of Credit Issuer or such Lender such additional amount or amounts sufficient to as will compensate the Letter of Credit Issuer or such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lenderreduction. A certificate as to the amount of such increased cost, submitted to the Borrower and by the Letter of Credit Issuer or any Lender, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such Lender to the Administrative Agent by Agent), setting forth the basis for the determination of such Lender, additional amount or amounts necessary to compensate the Letter of Credit Issuer or any such Lender as aforesaid shall be conclusive and binding for all purposes, on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have If any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided Change in Section 2.12), if, due to either Law shall: (i) the introduction of impose, modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed deem applicable any reserve, special deposit deposit, liquidity or similar requirement (including any compulsory loan, requirement, insurance charge or other assessment) against assets held byof, or letters of credit or guarantees issued by, or deposits in with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) impose on any Lender or (y) imposed on any Lender the London interbank market any other condition relating to condition, cost or expense (other than Taxes) affecting this Agreement or the Advances Eurodollar Loans made by itsuch Lender; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital 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 event referred to in clause (x) or (y) of the foregoing shall be to increase the cost to such Lender or such other Recipient of agreeing making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or makingto increase the cost to such Lender or such other Recipient to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, funding interest or maintaining Eurodollar Rate Advancesotherwise), then the Borrower shall will pay to such Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 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, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.time 30

Increased Costs; Illegality. (a) Except as to taxesIf any Change in Law shall: impose, levies, imposts, deductions, charges, withholdings modify or liabilities with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed deem applicable any reserve, special deposit or similar requirement against assets held byof, or letters of credit or guarantees issued by, or deposits in with or for the account of, or credit extended by, any Lender Credit Party (except any such reserve requirement reflected in the Adjusted LIBO Rate); or (y) imposed impose on any Lender Credit Party or the London interbank market any other condition relating to affecting this Agreement or the Advances Credit Agreement, any Eurodollar Loans made by itsuch Credit Party or any participation therein or any Letter of Credit or participation therein, and the result of any event referred to in clause (x) or (y) of the foregoing shall be to increase the cost to such Lender Credit Party of agreeing to make or making, funding making or maintaining any Eurodollar Loan or Fixed Rate AdvancesLoan or to increase the cost to such Credit Party of issuing, participating in or maintaining any Letter of Credit hereunder or to increase the cost to such Credit Party or to reduce the amount of any sum received or receivable by such Credit Party hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Credit Party such additional amount or amounts as will compensate such Credit Party for such additional costs incurred or reduction suffered. Failure to demand compensation pursuant to this Section shall not constitute a waiver of such Credit Party's right to demand such compensation. If any Credit Party determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Credit Party's capital or on the capital of such Credit Party's holding company, if any, as a consequence of this Credit Agreement or the Loans made, the Letters of Credit issued or the participations therein held, by such Credit Party to a level below that which such Credit Party or such Credit Party's holding company could have achieved but for such Change in Law (taking into consideration such Credit Party's policies and the policies of such Credit Party's holding company with respect to capital adequacy), then from time to time, upon demand by such Lender (with a copy of such demand to time the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), Borrower will pay to the Administrative Agent for the account of such Lender Credit Party such additional amount or amounts sufficient to as will compensate such Lender Credit Party or such Credit Party's holding company for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest errorreduction suffered.