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. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender's or such corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrower.

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), ifIf, due to --------------------------- either (i) the introduction of or any change (other than 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 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 Governmental Authority (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 increase 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 any 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(aAgents), pay to the Administrative Paying 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 Agents by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy Governmental Authority (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has affects or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below Lender and that which the amount of such Lender capital is increased by or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type or such corporation's policies with respect to capital adequacyof the Letters of Credit (or similar contingent obligations), then the Borrower shall, from time to time, pay such Lenderthen, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after Agents), the first date on which such Lender has actual knowledge that it is entitled Borrower shall pay to make demand the Paying Agent for payment under this Section 2.09(b) the account of such reduction in returnLender, such additional amount from time to time as may be specified by such Lender as being Lender, additional amounts sufficient to compensate such Lender for in the light of such reduction in returncircumstances, to the extent that such Lender reasonably determines such reduction increase in capital to be attributable allocable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails hereunder or to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which issuance or maintenance of the Lender notifies the BorrowerLetters of Credit. A certificate as to such amounts amounts, submitted to the Borrower and the Administrative Agent Agents by such Lender Lender, shall be conclusive and binding 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 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 Administrative Agents), 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 increased cost, submitted to the Borrower and the Administrative Agents by such Issuing Bank or such Lender, as the case may be, shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes shall make it unlawful, as determined by any Lender, or any central bank or other governmental authority asserts Governmental Authority shall assert that it is unlawful, for any such Lender or 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, upon written on notice thereof and demand therefor by such Lender to the Borrower (with a copy to through the Administrative Agent)Agents, (i) each Eurodollar Rate Advance the obligation of such Lender will automatically to make Eurodollar Rate Advances and to Convert Advances into a Base Eurodollar Rate Advance Advances shall terminate and (ii) the obligation under each Facility under which Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender has a Commitment to make, or to Convert then outstanding into Base Rate Advances intoin accordance with Section 2.08, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders except that the circumstances causing such suspension no longer exist; providedConversion may occur, howevernotwithstanding Section 2.08, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance other than on the last day of the then current respective Interest Period Periods for such Advance; provided, however, thatEurodollar Rate Advances, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrowerhas paid all amounts payable under Section 8.03(c).

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto If (it being understood that x) in 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 case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Closing Date affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder in an amount that such Lender deems material with respect to any change Eurodollar Loans (other than any change by way of imposition increased cost or increase of reserve requirements included reduction in the Eurodollar Rate Reserve Percentage) in amount received or receivable resulting from the imposition of or a change in the interpretation rate of taxes or similar charges) because of (x) any law or regulation or (ii) change since the compliance by Closing Date in any Lender with any guideline applicable law, governmental rule, regulation, guideline, order 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 or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves includable in the Adjusted Eurodollar Rate pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any change since the Closing Date in any law, governmental rule, regulation, guideline or order, or the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which such Lender customarily complies or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market; then, and in each such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall be (x) imposed, modified on or deemed applicable any reserve, special deposit promptly following such date 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 time and (y) imposed on any Lender any other condition relating to this Agreement or within 10 Business Days of 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 event no longer exists give notice (by telephone confirmed in writing) to make demand for payment under this Section 2.09(a), pay the Borrower and to the Administrative Agent for the account of such Lender determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing, Continuation or Conversion given by the Borrower with respect to Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender Lender, for such increased cost; provided, however, that if such Lender fails costs or reductions in amounts receivable hereunder (a written notice as 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 additional amounts owed 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, showing the basis for the calculation thereof, which basis must be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costreasonable, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposesLender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.8(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.8(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.8(a)(iii) the Borrower shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.8(a)(ii) or (iii), cancel such Borrowing, convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender to Convert each such Eurodollar Loan into a Base Rate Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.8(b). (c) If any Lender determines shall have determined that compliance with after the Closing Date, the adoption of any law applicable law, rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental comparable agency charged by law with the interpretation or monetary authority in regard to administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) includingof any such authority, without limitationcentral bank, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practicesor comparable agency, in any each case in which such law, regulation, guideline or request became effective or was made after subsequent to the date hereofClosing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material the rate of return on the such Lender’s or its parent corporation’s capital of, or maintained by, such Lender or any corporation controlling such Lender assets as a consequence of such Lender's Advances ’s commitments or Commitments obligations hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any its parent corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account consideration such Lender's ’s or such its parent corporation's ’s policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, upon within 15 days after 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.8(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.6(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the contrary, no Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until entitled to compensation or payment or reimbursement of other amounts under Section 2.8 or 4.5 for any amounts incurred or accruing prior to the Administrative Agent shall notify Closing Date or more than 270 days prior to the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making giving of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of additional costs or other amounts of the then current Interest Period for nature described in such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the BorrowerSections.

Increased Costs; Illegality. (a) Except as to taxesIf any Lender shall determine at any time that it shall be required, levies, imposts, deductions, charges, withholdings by any Governmental Authority of any jurisdiction of any currency in which any Eurocurrency Loan shall be made or in which banks are subject for any category of deposits or liabilities customarily used to fund Eurocurrency Loans in such currency or by reference to which interest rates applicable to Eurocurrency Loans in such currency are determined, to maintain reserves in respect of Eurocurrency Loans with respect thereto to any period when it has a Eurocurrency Loan outstanding hereunder, then such Lender may require the Company or the applicable Borrower to pay, contemporaneously with each payment of interest on the Eurocurrency Loans, additional interest for such period on the related Eurocurrency Loan of such Lender at a rate per annum equal to the excess of (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 (ii)(A) the introduction of applicable LIBO Rate (or any change such other rate determined pursuant to Section 2.11(d)) divided by (other than any change by way of imposition or increase of reserve requirements included in B) one minus the Eurodollar Rate Eurocurrency Reserve Percentage) in or in the interpretation of any law or regulation or Percentage over (ii) the compliance by rate specified in clause (i)(A) above. (b) If any Lender with any guideline Change in Law shall: (i) impose, modify 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 referred to in Section 2.13(a)); or (ii) impose on any Lender or the London interbank market (yor any other market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) imposed on any Lender any other condition relating to affecting this Agreement or the Advances Eurocurrency Loans or Fixed Rate Loans made by it, such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result of any event referred to in clause (x) or (y) thereof shall be to increase the cost to such Lender of agreeing making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or making, funding to reduce the amount of any sum received or maintaining Eurodollar Rate Advancesreceivable by such Lender in respect thereof by an amount deemed by such Lender to be material, then the Company will pay or cause the applicable Borrower shall from time to time, upon demand by pay to 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 amount or amounts sufficient to as will 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, additional costs incurred 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. (bc) If any Lender or the Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority Change in regard to Law regarding capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital ofof such Lender's or the Issuing Bank's holding company, or maintained byif any, such Lender or any corporation controlling such Lender as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender's Advances , or Commitments hereunder and other commitments the Letters of this type, Credit issued by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such LenderIssuing Bank, to a level below that which such Lender or any corporation controlling the Issuing Bank or such Lender Lender's or the Issuing Bank's holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into account consideration such Lender's or such corporationthe Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy)) by an amount deemed by such Lender or the Issuing Bank, as the case may be, to be material, then the Borrower shall, from time to time, time the Company will pay such Lender, upon demand by or cause the applicable Borrower to pay to such Lender (with a copy of such demand to or 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(b) of such reduction in return, Issuing Bank such additional amount or amounts as may be specified by will compensate such Lender as being sufficient or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (d) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender for or the Issuing Bank or such reduction Lender's or the Issuing Bank's holding company, as the case may be, as specified in returnparagraph (a), (b) or (c) of this Section, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined, shall be delivered to the extent that Company and shall be conclusive absent manifest error. The Company shall pay or cause the applicable Borrower to pay such Lender reasonably determines or the Issuing Bank the amount shown as due on any such reduction certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to be attributable demand compensation pursuant to the existence this Section shall not constitute a waiver of such Lender's commitment or the Issuing Bank's right to lend hereunderdemand such compensation; provided, however, provided that if the Company 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 fails or the Issuing Bank notifies the Company of the Change in Law giving rise to so notify such increased costs or reductions and of such Lender's or the Borrower within Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such 60increased costs or reductions is retroactive, then the 270-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as period referred to such amounts submitted to the Borrower and the Administrative Agent by such Lender above shall be conclusive and binding for all purposes, absent manifest errorextended to include the period of retroactive effect thereof. (cf) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced or be otherwise known to it prior to submission of the Competitive Bid pursuant to which such Loan was made. (g) Notwithstanding any other provision of this Agreement, if if, after the introduction date hereof, (i) any Change in Law shall make it unlawful for any Multicurrency Lender to make or maintain any Multicurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Multicurrency 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 majority in interest of the outstanding Multicurrency Loans denominated in the interpretation of any law affected Committed Currency to make or regulation makes it unlawfulmaintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunderBorrower, then, upon by written notice by such Lender to the Company and the applicable Borrower (with a copy and to the Administrative Agent), : (i) each Eurodollar Rate Advance such Lender may declare that Multicurrency Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender will automatically Convert hereunder (or be continued for additional Interest Periods), whereupon any request for a Multicurrency Borrowing (in the affected currency or currencies) (or to continue a Multicurrency Borrowing (in the affected currency or currencies) for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Eurocurrency Loan denominated in dollars (or a request to convert a Multicurrency Loan into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, Eurocurrency Loan denominated in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance dollars on the last day of the then current Interest Period for with respect thereto), unless such Advancedeclaration shall be subsequently withdrawn; providedand (ii) such Lender may require that all outstanding Multicurrency Loans (in the affected currency or currencies) made by it be converted to Loans denominated in dollars, howeverin which event all such Multicurrency Loans (in the affected currency or currencies) shall be converted to Loans denominated in dollars 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. In the event any Lender shall exercise its rights under (i) or (ii) above, thatall payments and prepayments of principal that would otherwise have been applied to repay the Multicurrency Loans that would have been made by such Lender or the converted Multicurrency Loans of such Lender shall instead be applied to repay the Eurocurrency Loans denominated in dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Multicurrency Loans. (h) For purposes of this Section, a notice to the Company and the applicable Borrower by any Lender shall be effective as to each Multicurrency Loan made by such Lender, if it is not lawful for such Lender to maintain such Advance until lawful, on the end last day of the Interest Period currently applicable thereto, then the to such Eurocurrency Loan; in all other cases such notice to the Borrower shall be effective upon on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto If (it being understood that x) in 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 case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Closing Date affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder in an amount that such Lender deems material with respect to any change Eurodollar Loans (other than any change by way of imposition increased cost or increase of reserve requirements included reduction in the Eurodollar Rate Reserve Percentage) in amount received or receivable resulting from the imposition of or a change in the interpretation rate of taxes or similar charges) because of (x) any law or regulation or (ii) change since the compliance by Closing Date in any Lender with any guideline applicable law, governmental rule, regulation, guideline, order 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 or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves includable in the Adjusted Eurodollar Rate pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any change since the Closing Date in any law, governmental rule, regulation, guideline or order, or the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which such Lender customarily complies or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market; then, and in each such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall be (x) imposed, modified on or deemed applicable any reserve, special deposit promptly following such date 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 time and (y) imposed on any Lender any other condition relating to this Agreement or within 10 Business Days of 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 event no longer exists give notice (by telephone confirmed in writing) to make demand for payment under this Section 2.09(a), pay the Borrowers and to the Administrative Agent for the account of such Lender determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing, Continuation or Conversion given by any Borrower with respect to Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrowers or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrowers, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (y) in the case of clause (ii) above, the Borrowers shall pay to such Lender, upon written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender Lender, for such increased cost; provided, however, that if such Lender fails costs or reductions in amounts receivable hereunder (a written notice as 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 additional amounts owed 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, showing the basis for the calculation thereof, which basis must be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costreasonable, submitted to the Borrower and the Administrative Agent Borrowers by such Lender, shall be conclusive and binding for all purposesLender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 2.6(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.6(a)(ii) or (iii), the Borrowers may (and in the case of a Eurodollar Loan affected pursuant to Section 2.6(a)(iii) the Borrowers shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrowers were notified by a Lender pursuant to Section 2.6(a)(ii) or (iii), cancel such Borrowing, convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender to Convert each such Eurodollar Loan into a Base Rate Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.6(b). (c) If any Lender determines shall have determined that compliance with after the Closing Date, the adoption of any law applicable law, rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental comparable agency charged by law with the interpretation or monetary authority in regard to administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) includingof any such authority, without limitationcentral bank, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practicesor comparable agency, in any each case in which such law, regulation, guideline or request became effective or was made after subsequent to the date hereofClosing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material the rate of return on the such Lender’s or its parent corporation’s capital of, or maintained by, such Lender or any corporation controlling such Lender assets as a consequence of such Lender's Advances ’s commitments or Commitments obligations hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any its parent corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account consideration such Lender's ’s or such its parent corporation's ’s policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, upon within 15 days after 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.6(c), will give prompt written notice thereof to the Borrowers, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.6(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the contrary, no Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until entitled to compensation or payment or reimbursement of other amounts under Section 2.6, 3.5 or 5.4 for any amounts incurred or accruing more than 270 days prior to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making giving of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day Borrowers of additional costs or other amounts of the then current Interest Period for nature described in such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the BorrowerSections.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto If (it being understood that x) in 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 case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Closing Date affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder in an amount that such Lender deems material with respect to any change Eurodollar Loans (other than any change by way of imposition increased cost or increase of reserve requirements included reduction in the Eurodollar Rate Reserve Percentage) in amount received or receivable resulting from the imposition of or a change in the interpretation rate of taxes or similar charges) because of (x) any law or regulation or (ii) change since the compliance by Closing Date in any Lender with any guideline applicable law, governmental rule, regulation, guideline, order 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 or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves includable in the Adjusted Eurodollar Rate pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any change since the Closing Date in any law, governmental rule, regulation, guideline or order, or the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which such Lender customarily complies or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market; then, and in each such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall be (x) imposed, modified on or deemed applicable any reserve, special deposit promptly following such date 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 time and (y) imposed on any Lender any other condition relating to this Agreement or within 10 Business Days of 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 event no longer exists give notice (by telephone confirmed in writing) to make demand for payment under this Section 2.09(a), pay the Borrower and to the Administrative Agent for the account of such Lender determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing, Continuation or Conversion given by the Borrower with respect to Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender Lender, for such increased cost; provided, however, that if such Lender fails costs or reductions in amounts receivable hereunder (a written notice as 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 additional amounts owed 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, showing the basis for the calculation thereof, which basis must be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costreasonable, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposesLender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.6(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.6(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.6(a)(iii) the Borrower shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.6(a)(ii) or (iii), cancel such Borrowing, convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender to Convert each such Eurodollar Loan into a Base Rate Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.6(b). (c) If any Lender determines shall have determined that compliance with after the Closing Date, the adoption of any law applicable law, rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental comparable agency charged by law with the interpretation or monetary authority in regard to administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) includingof any such authority, without limitationcentral bank, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practicesor comparable agency, in any each case in which such law, regulation, guideline or request became effective or was made after subsequent to the date hereofClosing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material the rate of return on the such Lender’s or its parent corporation’s capital of, or maintained by, such Lender or any corporation controlling such Lender assets as a consequence of such Lender's Advances ’s commitments or Commitments obligations hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any its parent corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account consideration such Lender's ’s or such its parent corporation's ’s policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, upon within 15 days after 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.6(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.6(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the contrary, no Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until entitled to compensation or payment or reimbursement of other amounts under Section 2.6 or 4.5 for any amounts incurred or accruing more than 270 days prior to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making giving of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of additional costs or other amounts of the then current Interest Period for nature described in such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the BorrowerSections.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto If (it being understood that x) in 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 case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender deems material with respect to any change Eurodollar Loans (other than any change by way of imposition increased cost or increase of reserve requirements included reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any Connection Income Taxes) because of (x) any Change in Law since the Closing Date (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves already includable Adjusted Eurodollar Rate Reserve Percentagepursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market or the position of such Lender in any such market; or (iii) at any time, that the making or in the interpretation continuance of any law or regulation or (ii) the Eurodollar Loan has become unlawful by compliance by any such Lender in good faith with any guideline Change in Law since the Closing Date, or request from would conflict with any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or thereof 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 bylaw but with which such Lender customarily complies, or letters has become impracticable as a result of credit or guarantees issued by, or deposits in or for a contingency occurring after the account of, any Lender or (y) imposed on any Lender any other condition relating to this Agreement or Closing Date that materially adversely affects the Advances made by itLondon interbank market; then, and the result of any event referred to in clause (x) or (y) shall be to increase the cost to each such Lender of agreeing to make or makingevent, 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 or the Administrative AgentAgent in the case of clause (i) made above) shall (1) on or promptly following such date or time and (2) within 60 days after 10 Business Days of the first date on which such Lender has actual knowledge that it is entitled event no longer exists give notice (by telephone confirmed in writing) to make demand for payment under this Section 2.09(a), pay the Borrower and to the Administrative Agent for the account of such Lender determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, the Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing, Continuation or Conversion given by the Borrower with respect to Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender for such increased costcosts or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.6(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.6(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.6(a)(iii) the Borrower shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.6(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day's notice to the Administrative Agent, require the affected Lender to Convert each such Eurodollar Loan into a Base Rate Loan; provided, however, that if such more than one Lender fails is affected at any time, then all affected Lenders must be treated the same pursuant 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 errorthis Section 2.6(b). (bc) If any Lender determines shall have determined that compliance with after the Closing Date, any law or regulation or Change in Law regarding capital adequacy by any guideline or request from any Governmental Authority, central bank or other governmental comparable agency charged by law with the interpretation or monetary authority in regard to administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) includingof any such authority, without limitationcentral bank, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practicesor comparable agency, in any each case in which such law, regulation, guideline or request became effective or was made after subsequent to the date hereofClosing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on the such Lender's or its parent corporation's capital of, or maintained by, such Lender or any corporation controlling such Lender assets as a consequence of such Lender's Advances commitments or Commitments obligations hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any its parent corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account consideration such Lender's or such its parent corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, upon within 15 days after 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.6(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section 2.6(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the contrary, (i) each Eurodollar Rate Advance no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Sections 2.6, 3.5 or 5.4 for any amounts incurred or accruing more than 270 days prior to the giving of notice to the Borrower of additional costs or other amounts of the nature described in such Lender will automatically Convert into a Base Rate Advance Sections, and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making demand compensation for any reduction referred to in Section 2.6(c) or payment or reimbursement of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this other amounts under Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, that, 3.5 if it is shall not lawful for at the time be the general policy or practice of such Lender to maintain demand such Advance until the end compensation, payment or reimbursement in similar circumstances under comparable provisions of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrowerother credit agreements.

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. (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender Party or any corporation controlling such Lender Party as a consequence of such LenderLender Party's Advances or Commitments hereunder or the issuance by it of any Letter of Credit and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such LenderLender Party, to a level below that which such Lender Party or any corporation controlling such Lender Party could have achieved but for such adoption, effectiveness, change or compliance (taking into account such LenderLender Party's or such corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such LenderLender Party, 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(b2.10(b) of such reduction in return, such additional amount as may be specified by such Lender Party as being sufficient to compensate such Lender Party for such reduction in return, to the extent that such Lender Party reasonably determines such reduction to be attributable to the existence of such LenderLender Party's commitment to lend hereunderor to issue Letters of Credit hereunder or to the issuance or maintenance of any Letters of Credit; provided, however, that if such Lender Party fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender Party notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance of under each Facility under which such Lender has a Commitment will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c2.10(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrower.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto If (it being understood that x) in 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 case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Closing Date affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder in an amount that such Lender deems material with respect to any change Eurodollar Loans (other than any change by way of imposition increased cost or increase of reserve requirements included reduction in the Eurodollar Rate Reserve Percentage) in amount received or receivable resulting from the imposition of or a change in the interpretation rate of taxes or similar charges) because of (x) any law or regulation or (ii) change since the compliance by Closing Date in any Lender with any guideline applicable law, governmental rule, regulation, guideline, order 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 or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves includable in the Adjusted Eurodollar Rate pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any change since the Closing Date in any law, governmental rule, regulation, guideline or order, or the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which such Lender customarily complies or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market; then, and in each such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall be (x) imposed, modified on or deemed applicable any reserve, special deposit promptly following such date 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 time and (y) imposed on any Lender any other condition relating to this Agreement or within 10 Business Days of 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 event no longer exists give notice (by telephone confirmed in writing) to make demand for payment under this Section 2.09(a), pay the Borrower and to the Administrative Agent for the account of such Lender determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing, Continuation or Conversion given by the Borrower with respect to Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender Lender, for such increased cost; provided, however, that if such Lender fails costs or reductions in amounts receivable hereunder (a written notice as 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 additional amounts owed 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, showing the basis for the calculation thereof, which basis must be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costreasonable, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposesLender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.6(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.6(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.6(a)(iii) the Borrower shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.6(a)(ii) or (iii), cancel such Borrowing, convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender to Convert each such Eurodollar Loan into a Base Rate Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.6(b). (c) If any Lender determines shall have determined that compliance with after the Closing Date, the adoption of any law applicable law, rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental comparable agency charged by law with the interpretation or monetary authority in regard to administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) includingof any such authority, without limitationcentral bank, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practicesor comparable agency, in any each case in which such law, regulation, guideline or request became effective or was made after subsequent to the date hereofClosing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material the rate of return on the such Lender’s or its parent corporation’s capital of, or maintained by, such Lender or any corporation controlling such Lender assets as a consequence of such Lender's Advances ’s commitments or Commitments obligations hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any its parent corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account consideration such Lender's ’s or such its parent corporation's ’s policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, upon within 15 days after 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.6(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.6(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the contrary, no Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until entitled to compensation or payment or reimbursement of other amounts under Section 2.6 or 4.5 for any amounts incurred or accruing prior to the Administrative Agent shall notify Closing Date or more than 270 days prior to the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making giving of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of additional costs or other amounts of the then current Interest Period for nature described in such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the BorrowerSections.

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. (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender Party or any corporation controlling such Lender Party as a consequence of such LenderLender Party's Advances or Commitments hereunder or the issuance by it of any Letter of Credit and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such LenderLender Party, to a level below that which such Lender Party or any corporation controlling such Lender Party could have achieved but for such adoption, effectiveness, change or compliance (taking into account such LenderLender Party's or such corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such LenderLender Party, 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(b2.10(b) of such reduction in return, such additional amount as may be specified by such Lender Party as being sufficient to compensate such Lender Party for such reduction in return, to the extent that such Lender Party reasonably determines such reduction to be attributable to the existence of such LenderLender Party's commitment to lend hereunderor to issue Letters of Credit hereunder or to the issuance or maintenance of any Letters of Credit; provided, however, that if such Lender Party fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender Party notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c2.10(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrower.

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 from time will pay to time, upon demand by such Lender (with a copy of or such demand to other Recipient, as the Administrative Agent) made within 60 days after the first date on which case may be, 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 amount or amounts sufficient to as will compensate such Lender or such other Recipient, as the case may be, 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, additional costs incurred 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. (b) If any Lender determines that compliance with any law Change in Law, or regulation directive from the BIS or any guideline another regulatory authority that such Lender is regulated by, regarding capital or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital ofof such Lender’s holding company, or maintained byif any, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances this Agreement or Commitments hereunder and other commitments of this type, the Loans made by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into account consideration such Lender's or ’s policies and the policies of such corporation's policies Lender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed by such Lender to be material, then the Borrower shall, from time to time, time the Borrower will pay such Lender, upon demand by to 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(b) of such reduction in return, such additional amount or amounts as may be specified by such Lender as being sufficient to will compensate such Lender or such Lender’s holding company for any such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorsuffered. (c) Notwithstanding any other provision 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 AgreementSection 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 introduction 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 change in portion of the Loan or in the interpretation commitment of any law or regulation makes 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 central bank or other governmental authority asserts 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 Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances Rate, or to fund determine or maintain charge interest rates based upon the Eurodollar Rate Advances hereunderRate, 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, upon written 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), (i) each prepay or, if applicable, convert all Eurodollar Rate Advance Loans of such Lender will automatically Convert into a to Base Rate Advance and Loans (ii) the obligation under each Facility under interest rate on which Base Rate Loans of such Lender has a Commitment shall, if necessary to makeavoid such illegality, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until determined by the Administrative Agent shall notify without reference to the Borrower and Eurodollar Rate component of the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(cBase Rate), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance either on the last day of the then current Interest Period for such Advance; provided, however, thattherefor, 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 not lawful no longer illegal for such Lender to maintain determine or charge interest rates based upon the Eurodollar Rate (and such Advance until the end of the Interest Period applicable theretoLender 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 57 Cleco Corporate Holdings LLC 2016 Term Loan Credit Agreement any such prepayment or conversion, then the notice to the Borrower shall be effective upon receipt by also pay accrued interest on the Borroweramount so prepaid or converted.

Increased Costs; Illegality. (ai) Except as If any Lender reasonably determines that compliance with any law or regulation or any written 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 taxesbe maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's Commitment to lend hereunder and other commitments of this type, leviesthen, impostsupon demand by such Lender (with a copy of such demand to the Administrative Agent), deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any liability immediately pay to the Administrative Agent for any taxesthe account of such Lender, leviesfrom time to time as specified by such Lender, impostsadditional amounts sufficient to compensate such Lender in the light of such circumstances, deductionsto the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, chargesabsent manifest error. (ii) The Borrower shall pay to each Lender, withholdings or liabilities so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect theretoto liabilities or assets consisting of or including Eurocurrency Liabilities, except as provided additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in Section 2.12)full, ifat an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for such Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent. (b) If, due to either (i) the introduction of or any change (other than including any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentagerequirements) in in, or in the interpretation of 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 Governmental Authority (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 increase 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 any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon within five (5) days after written 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. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender's or such corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of or any change in in, or in the interpretation of of, any law or regulation makes it unlawful, or any central bank or other governmental authority Governmental Authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Advances with Eurodollar Rate Advances hereunderFunds, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each or that Eurodollar Rate Advance of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment Funds are not available to make, fund or maintain its Advance or that Eurodollar Funds are not available to Convert Base Rate Advances intomake, fund or maintain its Advance or that the Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making for any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; providedAdvance will not adequately reflect the cost to such Lender of making, however, that, if it is not lawful funding or maintaining its Advance for such Interest Period, as the case may be, all outstanding Advances of such Lender to maintain such Advance until shall bear interest as set forth in Section 2.6(a)(ii). (d) If, within one hundred (180) days after notice under Section 2.9(b) by the end of Administrative Agent that increased costs are due or notice under Section 2.9(c) by the Interest Period applicable theretoAdministrative Agent that a Lender may not fund Advances with Eurodollar Funds, then the notice to Borrower prepays in full all Advances in accordance with Section 2.8(a)(ii), the Borrower shall not be effective upon receipt by required to pay the Borrowerprepayment fee set forth therein.

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. (b) Notwithstanding anything herein to the contrary, (i) the issuance of any rules, regulations or directions under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith after the date of this Agreement and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be change in law, rule, regulation or guideline for purposes of Section 2.12 and the protection of Section 2.12 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed, so long as it shall be customary for lenders or issuing banks affected thereby to comply therewith. Notwithstanding any other provisions herein, no Lender shall demand compensation pursuant to this Section 2.12 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements for comparable borrowers, if any. (c) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was Law has made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender's or such corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts Governmental Authority has asserted that it is unlawful, for any Lender or its Eurodollar Lending Office applicable lending office to perform its obligations hereunder make, maintain or fund Loans whose interest is determined by reference to make Eurodollar SOFR, the Term SOFR Reference Rate Advances or Term SOFR, or to fund determine or maintain Eurodollar charge interest rates based upon SOFR, the Term SOFR Reference Rate Advances hereunderor Term SOFR, then, upon written notice thereof by such Lender to the Borrower (through the Agent), (a) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Base Rate”, in each case until each affected Lender notifies the Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (i) each Eurodollar the interest rate on which Base Rate Advance Loans of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which shall, if necessary to avoid such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lenderillegality, be otherwise disadvantageous determined by the Agent without reference to such Lender. For purposes clause (c) of this Section 2.09(cthe definition of “Base Rate”), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, thattherefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to clause (c) of the definition of “Base Rate,” in each case until the Agent is advised in writing by each affected Lender that it is not lawful no longer illegal for such Lender to maintain determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such Advance until the end of the Interest Period applicable theretoprepayment or conversion, then the notice to the Borrower shall be effective upon receipt by also pay accrued interest on the Borroweramount so prepaid or converted, together with any Funding Losses.

Increased Costs; Illegality. (a) Except 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 taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto additional interest on each Eurodollar Loan made by it at a rate per annum determined for such day (it being understood that rounded upward to 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 nearest 100th of 1%) equal to either the remainder obtained by subtracting (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBO Rate for such Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or Loan from (ii) the compliance 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 with 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 guideline Change in Law shall: (i) impose, modify 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 ofof or credit extended by any Lender (except any Eurocurrency Reserve Requirement); (ii) subject the 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 deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or (y) imposed on any Lender the London interbank market any other condition relating to affecting this Agreement or the Advances made by it, Eurodollar Loans of such Lender; 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 to make or making, funding making or maintaining Eurodollar Rate Advancesany Loan or to reduce the amount of any sum received by such Lender, then Level 3 and the Borrower shall from time will pay 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 amount or amounts sufficient to as will 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, additional costs incurred 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. (bc) If any Lender determines that compliance with any law Change in Law regarding capital or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital ofof such Lender’s holding company, or maintained byif any, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances this Agreement or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained Loans made by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into account consideration such Lender's or ’s policies and the policies of such corporation's policies Lender’s holding company with respect to capital adequacyadequacy and liquidity), then the Borrower shall, from time to time, time Level 3 and the Borrower will pay such Lender, upon demand by to 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(b) of such reduction in return, such additional amount or amounts as may be specified by will compensate such Lender as being sufficient or such Lender’s holding company for any such reduction suffered. (d) 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 paragraph (b) or (c) of this Section shall be delivered to Level 3 and shall be conclusive absent manifest error. Level 3 and the Borrower, as the case may be, shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (e) 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 Level 3 and the Borrower shall not be required to compensate a Lender pursuant to this Section for such reduction in return, any increased costs or reductions incurred more than 180 days prior to the extent date that such Lender reasonably determines notifies Level 3 of the Change in Law giving rise to such reduction to be attributable to the existence increased costs or reductions and of such Lender's commitment ’s intention to lend hereunderclaim compensation therefor; providedprovided further that, howeverif the Change in Law giving rise to such increased costs or reductions is retroactive, that if such Lender fails to so notify then the Borrower within such 60180-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as period referred to such amounts submitted to the Borrower and the Administrative Agent by such Lender above shall be conclusive and binding for all purposes, absent manifest errorextended to include the period of retroactive effect thereof. (f) The provisions of Section 2.09(a) and (c) Notwithstanding shall only be available to Lenders regulated by Federal banking authorities. (g) If any other provision of this Agreement, if the introduction of or Lender determines that any change Change in or in the interpretation of any law or regulation makes Law has made it unlawful, or that any central bank or other governmental authority asserts Governmental Authority has asserted that it is unlawful, for any Lender or its Eurodollar Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to make Eurodollar Rate Advances any Loan or to fund determine or maintain Eurodollar Rate Advances hereundercharge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, upon written on notice thereof by such Lender to Level 3 and the Borrower through the Administrative Agent, (i) any obligation of such 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 Administrative Agent, Level 3 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), (i) each prepay or, if applicable, convert all Eurodollar Rate Advance Loans of such Lender will automatically Convert into a Base Rate Advance and to ABR Loans (ii) the obligation under each Facility under interest rate on which ABR Loans of such Lender has a Commitment shall, if necessary to makeavoid such illegality, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until determined by the Administrative Agent shall notify without reference to the Borrower and LIBO Rate component of the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(cAlternate Base Rate), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance either on the last day of the then current Interest Period for such Advance; provided, however, thattherefor, 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 not lawful no longer illegal for such Lender to maintain determine or charge interest rates based upon the LIBO Rate. Upon any such Advance until the end of the Interest Period applicable theretoprepayment or conversion, then the notice to the Borrower shall be effective upon receipt by also pay accrued interest on the Borroweramount so prepaid or converted.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto If (it being understood that x) in 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 case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising after the Funding Date affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder in an amount that such Lender deems material with respect to any change Eurodollar Loans (other than any change by way of imposition increased cost or increase of reserve requirements included reduction in the Eurodollar Rate Reserve Percentage) in amount received or receivable resulting from the imposition of or a change in the interpretation rate of taxes or similar charges) because of (x) any law or regulation or (ii) change since the compliance by Funding Date in any Lender with any guideline applicable law, governmental rule, regulation, guideline, order 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 or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves includable in the Adjusted Eurodollar Rate pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any change since the Funding Date in any law, governmental rule, regulation, guideline or order, or the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which such Lender customarily complies or has become impracticable as a result of a contingency occurring after the Funding Date that materially adversely affects the London interbank market; then, and in each such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall be (x) imposed, modified on or deemed applicable any reserve, special deposit promptly following such date 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 time and (y) imposed on any Lender any other condition relating to this Agreement or within 10 Business Days of 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 event no longer exists give notice (by telephone confirmed in writing) to make demand for payment under this Section 2.09(a), pay the Borrower and to the Administrative Agent for the account of such Lender determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing, Continuation or Conversion given by the Borrower with respect to Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, Continuation or Conversion, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing, Continuation or Conversion for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, Continuation or Conversion, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender Lender, for such increased cost; provided, however, that if such Lender fails costs or reductions in amounts receivable hereunder (a written notice as 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 additional amounts owed 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, showing the basis for the calculation thereof, which basis must be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costreasonable, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposesLender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.6(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.6(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.6(a)(iii) the Borrower shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.6(a)(ii) or (iii), cancel such Borrowing, convert the related Notice of Borrowing, Continuation or Conversion into one requesting a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender to Convert each such Eurodollar Loan into a Base Rate Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.6(b). (c) If any Lender determines shall have determined that compliance with after the Funding Date, the adoption of any law applicable law, rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental comparable agency charged by law with the interpretation or monetary authority in regard to administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) includingof any such authority, without limitationcentral bank, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practicesor comparable agency, in any each case in which such law, regulation, guideline or request became effective or was made after subsequent to the date hereofFunding Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material the rate of return on the such Lender’s or its parent corporation’s capital of, or maintained by, such Lender or any corporation controlling such Lender assets as a consequence of such Lender's Advances ’s commitments or Commitments obligations hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any its parent corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account consideration such Lender's ’s or such its parent corporation's ’s policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, upon within 15 days after 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.6(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.6(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the contrary, no Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until entitled to compensation or payment or reimbursement of other amounts under Section 2.6 or 4.5 for any amounts incurred or accruing more than 270 days prior to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making giving of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of additional costs or other amounts of the then current Interest Period for nature described in such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the BorrowerSections.

Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood In the event that the Borrower Issuing Bank or any L/C Participant shall not have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) at any liability for time that it shall incur increased costs or reductions in the amounts received or receivable hereunder in respect of any taxesLetter of Credit, leviesin any such case because of any change since the date hereof in any applicable law or governmental rule, impostsregulation, deductions, charges, withholdings guideline or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) order or any interpretation thereof or any directive or request related thereto and including 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 new law or regulation or (ii) the compliance by any Lender with any governmental rule, regulation, guideline or request from any central bank or other governmental authority order (such as, for example but not limited to, a change in any case introducedofficial reserve requirements), changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified law and/or other circumstances affecting the Issuing Bank 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 such L/C Participant as a result of any event referred such change; then, and in any such event, the Issuing Bank or such L/C Participant shall, promptly after making such determination, give notice (by telephone promptly confirmed in writing) to in clause the Borrower and (xif applicable) or the Issuing Bank of such determination (y) which notice the Issuing Bank shall be promptly transmit to increase each of the cost to such Lender of agreeing to make or makingBanks). Thereafter, 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 Issuing Bank or such L/C Participant, upon notice by the account of Issuing Bank or L/C Participant, as the case may be, in accordance with Section 2.21 therefor, such Lender additional amounts sufficient (in the form of an increased rate of interest, or a different method of calculating interest, or otherwise, as the Issuing Bank or such L/C Participant in its reasonable discretion shall determine) as shall be required to compensate the Issuing Bank or such Lender L/C Participant for such increased cost; costs or reduction in amounts received or receivable hereunder. (b) In the case of any Letter of Credit or requested Letter of Credit affected by the circumstances described above, the Borrower may, if any such Letter of Credit has not yet been issued but is then the subject of a Letter of Credit Request, be deemed to have cancelled and rescinded such Request, provided, however, that if all L/C Participants whose participation in such Lender fails to so notify Letter of Credit are affected by the Borrower within such 60-day period, such increased cost circumstances described in clause (a) above 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, be treated 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. same manner under this clause (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender's or such corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrower.

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 Adjusted LIBO Rate); (ii) impose on any Lender or (y) imposed on any Lender the London interbank market any other condition relating to affecting this Agreement or the Advances Eurodollar Loans made by itsuch Lender; or (iii) subject any Lender to any Tax (except for (1) Non-Excluded Taxes covered by Section 2.14, (2) Taxes that would have been “Non-Excluded Taxes” had the exceptions in Section 2.14(a)(ii) and (iii) not applied and (3) Taxes imposed, as a result of a present or former connection between the Lender and the jurisdiction imposing such Taxes (other than a connection arising from such Lender having executed, delivered or performed its obligations under, or enforced, this Agreement or any other Loan Document), on gross or net income, profits or revenue (including value-added or similar 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 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, in the case of (iii), any Loans) or of maintaining its obligation to make any such Loan, or makingto reduce the amount of any sum received or receivable by such Lender (whether of principal, funding interest or maintaining Eurodollar Rate Advancesotherwise), then the Borrower shall from time will pay 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 amount or amounts sufficient to as will 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, additional costs incurred 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. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority Change in regard to Law regarding capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital ofof such Lender’s holding company, or maintained byif any, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances this Agreement or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained Loans made by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into account consideration such Lender's or ’s policies and the policies of such corporation's policies Lender’s holding company with respect to capital adequacy), then the Borrower shall, from time to time, time the Borrower will pay such Lender, upon demand by to 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(b) of such reduction in return, such additional amount or amounts as may be specified by such Lender as being sufficient to will compensate such Lender or such Lender’s holding company for any such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorsuffered. (c) Notwithstanding any other provision 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 paragraph (a) or (b) of this AgreementSection, 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 Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) 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 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 introduction 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 or retroactive effect thereof. (e) If any change Change in or in the interpretation of any law or regulation makes Law shall make it unlawful, or any central bank or other governmental authority asserts that it is unlawful, unlawful for any Lender to make or its maintain Eurodollar Lending Office to perform its obligations Loans, (i) the commitment of such Lender hereunder to make Eurodollar Rate Advances or Loans, continue Eurodollar Loans as such and convert ABR Loans to fund Eurodollar Loans shall forthwith be suspended until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance of such Lender will automatically Convert into a Base Rate Advance Loans and (ii) the obligation under each Facility under which such Lender has a Commitment to makeLender’s Loans then outstanding as Eurodollar Loans, or to Convert Base Rate Advances intoif any, Eurodollar Rate Advances shall be suspended until converted automatically to ABR Loans on the Administrative Agent shall notify respective last days of the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Advance Loan occurs on a day which is not the last day of the then current Interest Period for such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable with respect thereto, then the notice to the Borrower shall pay to such Lender such amounts, if any, as may be effective upon receipt by the Borrowerrequired pursuant to Section 2.13.

Increased Costs; Illegality. etcIf any Change in Law shall: (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto In the event that (it being understood that x) in 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 case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender or other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any change date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Fifth Amendment Effective Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan; or (i) subject any Recipient to any Taxes or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or theat any time, that such Lender or other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or other Recipient deems material with respect to any SOFR Loans (other than any change by way of imposition forany increased cost or increase of reserve requirements included reduction in the Eurodollar Rate Reserve Percentage) in amount received or receivable resulting from the imposition of or a change in the interpretation rate of any law or regulation or (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes), or (ii) because of (x) any Change in Law since the compliance by Fifth Amendment Effective Date (including, but not limited to, a change in requirements for any reserve, materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Recipient of the principal of or the interest on any Loans or any other amounts payable to any Lender with under this Agreement or the other Loan Documents, or (iii) impose or increase or render applicable any guideline or request from any central bank special deposit, 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)law and which are not already reflected in any amounts payable by Borrower hereunderincluding any compulsory loan requirement, there shall be (xinsurance charge or other assessment) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued bybyof, or deposits in inwith or for the account of, or loans by, or commitments of an office ofcredit extended by, any Lender Lender, or other Recipient) or (y) imposed other circumstances adversely affecting the availability of Term SOFR; or (iv) impose on any Lender Recipient any other condition relating conditions or requirements with respect to this Agreement Agreement, the other Loan Documents, the Loans, such Xxxxxx’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 Xxxxxx’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 from time 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.. (ii) at any time, upon demand that the making or continuance of any SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Fifth Amendment Effective Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Effective Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or other Recipient (with a copy or the Administrative Agent in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or other Recipients). Thereafter (x) in the case of clause (i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or notice of continuation or conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender or other Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or other Recipient shall determine) as shall be required to compensate such Lender or other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or other Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 2.14(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 2.14(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or other Recipient pursuant to Section 2.14(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent) made within 60 days after , require the first date on which affected Lender or other Recipient to Convert each 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 costSOFR Loan into a Base Rate Loan; provided, however, that if such more than one 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. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, Recipient is affected at any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender's or such corporation's policies with respect to capital adequacy)time, then all affected Lenders or other Recipients must be treated the Borrower shall, from time same pursuant to time, pay such Lender, 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error2.14(b). (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) each Eurodollar Rate Advance of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrower.

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), ifIf, due to either (i) the introduction of or any change (other than 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 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 Governmental Authority (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 increase 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 any 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(aAgents), pay to the Administrative Paying 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 Agents by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy Governmental Authority (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has affects or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below Lender and that which the amount of such Lender capital is increased by or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type or such corporation's policies with respect to capital adequacyof the Letters of Credit (or similar contingent obligations), then the Borrower shall, from time to time, pay such Lenderthen, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after Agents), the first date on which such Lender has actual knowledge that it is entitled Borrower shall pay to make demand the Paying Agent for payment under this Section 2.09(b) the account of such reduction in returnLender, such additional amount from time to time as may be specified by such Lender as being Lender, additional amounts sufficient to compensate such Lender for in the light of such reduction in returncircumstances, to the extent that such Lender reasonably determines such reduction increase in capital to be attributable allocable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails hereunder or to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which issuance or maintenance of the Lender notifies the BorrowerLetters of Credit. A certificate as to such amounts amounts, submitted to the Borrower and the Administrative Agent Agents by such Lender Lender, shall be conclusive and binding 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 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 Administrative Agents), 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 increased cost, submitted to the Borrower and the Administrative Agents by such Issuing Bank or such Lender, as the case may be, shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes shall make it unlawful, as determined by any Lender, or any central bank or other governmental authority asserts Governmental Authority shall assert that it is unlawful, for any such Lender or 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, upon written on notice thereof and demand therefor by such Lender to the Borrower (with a copy to through the Administrative Agent)Agents, (i) each Eurodollar Rate Advance the obligation of such Lender will automatically to make Eurodollar Rate Advances and to Convert Advances into a Base Eurodollar Rate Advance Advances shall terminate and (ii) the obligation under each Facility under which Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender has a Commitment to make, or to Convert then outstanding into Base Rate Advances intoin accordance with Section 2.09, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders except that the circumstances causing such suspension no longer exist; providedConversion may occur, howevernotwithstanding Section 2.09, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance other than on the last day of the then current respective Interest Period Periods for such Advance; provided, however, thatEurodollar Rate Advances, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrowerhas paid all amounts payable under Section 8.03(c).

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), ifIf, due to either (i) the introduction of or any change (other than 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 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 Governmental Authority (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 increase 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 any 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(aAgents), pay to the Administrative Paying 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 Agents by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy Governmental Authority (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has affects or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below Lender and that which the amount of such Lender capital is increased by or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type or such corporation's policies with respect to capital adequacyof the Letters of Credit (or similar contingent obligations), then the Borrower shall, from time to time, pay such Lenderthen, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after Agents), the first date on which such Lender has actual knowledge that it is entitled Borrower shall pay to make demand the Paying Agent for payment under this Section 2.09(b) the account of such reduction in returnLender, such additional amount from time to time as may be specified by such Lender as being Lender, additional amounts sufficient to compensate such Lender for in the light of such reduction in returncircumstances, to the extent that such Lender reasonably determines such reduction increase in capital to be attributable allocable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails hereunder or to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which issuance or maintenance of the Lender notifies the BorrowerLetters of Credit. A certificate as to such amounts amounts, submitted to the Borrower and the Administrative Agent Agents by such Lender Lender, shall be conclusive and binding 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 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 Administrative Agents), 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 increased cost, submitted to the Borrower and the Administrative Agents by such Issuing Bank or such Lender, as the case may be, shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes shall make it unlawful, as determined by any Lender, or any central bank or other governmental authority asserts Governmental Authority shall assert that it is unlawful, for any such Lender or 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, upon written on notice thereof and demand therefor by such Lender to the Borrower (with a copy to through the Administrative Agent)Agents, (i) each Eurodollar Rate Advance the obligation of such Lender will automatically to make Eurodollar Rate Advances and to Convert Advances into a Base Eurodollar Rate Advance Advances shall terminate and (ii) the obligation under each Facility under which Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender has a Commitment to make, or to Convert then outstanding into Base Rate Advances intoin accordance with Section 2.08, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders except that the circumstances causing such suspension no longer exist; providedConversion may occur, howevernotwithstanding Section 2.08, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance other than on the last day of the then current respective Interest Period Periods for such Advance; provided, however, thatEurodollar Rate Advances, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrowerhas paid all amounts payable under Section 8.03(c).

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), ifIf, due to either (i) the introduction of or any change (other than 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 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 Governmental Authority (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 increase 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 any 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(aAgents), pay to the Administrative Paying 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 Agents by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy Governmental Authority (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has affects or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below Lender and that which the amount of such Lender capital is increased by or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type or such corporation's policies with respect to capital adequacyof the Letters of Credit (or similar contingent obligations), then the Borrower shall, from time to time, pay such Lenderthen, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after Agents), the first date on which such Lender has actual knowledge that it is entitled Borrower shall pay to make demand the Paying Agent for payment under this Section 2.09(b) the account of such reduction in returnLender, such additional amount from time to time as may be specified by such Lender as being Lender, additional amounts sufficient to compensate such Lender for in the light of such reduction in returncircumstances, to the extent that such Lender reasonably determines such reduction increase in capital to be attributable allocable to the existence of such Lender's ’s commitment to lend hereunder; provided, however, that if such Lender fails hereunder or to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which issuance or maintenance of the Lender notifies the BorrowerLetters of Credit. A certificate as to such amounts amounts, submitted to the Borrower and the Administrative Agent Agents by such Lender Lender, shall be conclusive and binding 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 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 Administrative Agents), 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 increased cost, submitted to the Borrower and the Administrative Agents by such Issuing Bank or such Lender, as the case may be, shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes shall make it unlawful, as determined by any Lender, or any central bank or other governmental authority asserts Governmental Authority shall assert that it is unlawful, for any such Lender or 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, upon written on notice thereof and demand therefor by such Lender to the Borrower (with a copy to through the Administrative Agent)Agents, (i) each Eurodollar Rate Advance the obligation of such Lender will automatically to make Eurodollar Rate Advances and to Convert Advances into a Base Eurodollar Rate Advance Advances shall terminate and (ii) the obligation under each Facility under which Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender has a Commitment to make, or to Convert then outstanding into Base Rate Advances intoin accordance with Section 2.08, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders except that the circumstances causing such suspension no longer exist; providedConversion may occur, howevernotwithstanding Section 2.08, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance other than on the last day of the then current respective Interest Period Periods for such Advance; provided, however, thatEurodollar Rate Advances, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrowerhas paid all amounts payable under Section 8.03(c).

Increased Costs; Illegality. (a) Except as to taxesIn the event that any Lender shall have determined (which determination shall, leviesabsent manifest error, 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 be final and conclusive and binding upon all parties hereto): (i) at any time, that such Lender shall actually incur increased costs or reductions in the introduction amounts received or receivable hereunder with respect to its portion of or any change the Advance (other than any change by way of imposition increased cost or increase of reserve requirements included reduction in the Eurodollar Rate Reserve Percentageamount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of any change since the Closing Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or regulation governmental rule, regulation, guideline or order) (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding amounts payable pursuant to Section 2.5(c), 2.5(d) or 2.5(e)); or (ii) at any time, that the making or continuance of the Advance has become unlawful by compliance by any such Lender in good faith with any guideline law, governmental rule, regulation or request from any central bank guideline, or other governmental authority has become impracticable as a result of a contingency occurring after the Closing Date which adversely affects the relevant interbank market; then, and in any case introducedsuch event, changed, interpreted or requested after the date hereof (whether or not having the force of law), there such Lender 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 on such date and (y) imposed on any Lender any other condition relating to this Agreement or within ten Business Days of 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 event no longer exists give notice (by telephone confirmed in writing) to make demand the Borrower. Thereafter, and for payment under this Section 2.09(a)so long as the applicable circumstance continues to exist, (x) in the case of clause (i) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the Administrative Agent for the account form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender additional amounts sufficient in its sole discretion shall determine) as shall be required to compensate such Lender for such increased cost; provided, however, that if such Lender fails costs or reductions in amounts receivable hereunder (a written notice as 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 additional amounts owed 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 showing the amount of such increased costbasis for the calculation thereof in reasonable detail, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposesLender shall, absent manifest error, be final and conclusive and binding upon all parties hereto), and (y) in the case of clause (ii) above, the Borrower shall take one of the actions specified in Section 2.5(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time when any portion of the Advance is affected by the circumstances described in Section 2.5(a)(i) or (ii), the Borrower shall, upon at least three Business Days’ notice to the Administrative Agent, repay all such portion of the Advance and accrued interest thereon in full, 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 2.5(b) . (c) If any Lender determines shall have determined that compliance with after the Closing Date, the adoption or effectiveness of any law applicable law, rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental comparable agency charged with the interpretation or monetary authority in regard to administration thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) includingof any such authority, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline central bank or request became effective or was made after the date hereofcomparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or such corporation’s capital of, or maintained by, such Lender or any corporation controlling such Lender assets as a consequence of such Lender's Advances its commitments or Commitments obligations hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any such other corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account consideration such Lender's ’s or such other corporation's ’s policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, upon within 10 days after written 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon written notice by such Lender to the Borrower (with a copy to the Administrative Agent), (i) the Borrower agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such other corporation for such reduction. In determining such additional amounts, each Eurodollar Rate Advance Lender will act reasonably and in good faith and will use averaging and attribution methods that are commercially reasonable. Each Lender, upon so determining that any additional amounts will be payable pursuant to this Section 2.5(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.5(c) upon the subsequent receipt of such notice. (d) In the event that any Lender will automatically Convert into shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any portion of the Advance or any category of liabilities which includes deposits by reference to which the interest rate on the Advance is determined or any category of extensions of credit or other assets which includes loans by a Base Rate non-United States office of any Lender to non-United States residents, then, unless such reserves are included in Section 2.5(a)(i), 2.5(c) or 2.5(e), such Lender shall promptly notify the Borrower in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower shall, and shall be obligated to, pay to such Lender such specified amounts as additional interest at the time that the Borrower is otherwise required to pay interest in respect of such portion of the Advance or, if later, on written demand therefor by such Lender. (e) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and (iiconclusive and binding on all parties hereto) the obligation under each Facility under which at any time that such Lender has a Commitment to makeincurred Additional Costs in respect of any portion of the Advance then, unless such Additional Costs are included in Section 2.5(a)(i) or to Convert Base Rate Advances into, Eurodollar Rate Advances 2.5(c) or 2.5(d) such Lender shall be suspended until the Administrative Agent shall promptly notify the Borrower and the Lenders Administrative Agent in writing specifying the additional amounts required to indemnify such Lender against such Additional Costs (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower shall, and shall be obligated to, pay to such Lender such specified amounts as additional interest at the time that the circumstances causing Borrower is otherwise required to pay interest in respect of the Advance or, if later, on written demand therefor by such suspension no longer existLender. (f) The Borrower shall not be obligated to pay any additional amounts arising pursuant to Sections 2.5(a)(i), 2.5(c), 2.5(d) or 2.5(e) that are attributable to the Excluded Period with respect to such additional amount; provided, howeverthat if an applicable law, thatrule, before making regulation, guideline or request shall be adopted or made on any date and shall be applicable to the period prior to the date on which such law, rule, regulation, guideline or request is adopted or made (a “Retroactive Period”), the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such period. (g) If after the Closing Date, the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein after the Closing Date, or any change adopted or effective after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any such demandauthority, such Lender central bank or comparable agency shall designate a different Eurodollar Lending Office if either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against the making of such a designation would avoid the need for giving such notice and demand, and would not, Advance participated in the judgment of by such Lender, be otherwise disadvantageous or (ii) impose on such Lender any other conditions directly or indirectly affecting this Loan Agreement or the Advance; and the result of any of the foregoing is to increase the cost to such Lender. For purposes Lender of this Section 2.09(c)issuing, a notice maintaining or participating in the Advance, or to reduce the amount of any sum received or receivable by such Lender hereunder or reduce the rate of return on its capital with respect to the Advance, then, upon written demand to the Borrower by such Lender (with a copy to the Administrative Agent), pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. The preceding sentence shall be effective not apply to increased costs with respect to taxes imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any Eurodollar Rate Advance subdivision thereof or therein or with respect to Taxes to the extent that a Lender received additional amounts (or otherwise was indemnified) for such Taxes pursuant to Section 2.6 (or would have received additional amounts pursuant to Section 2.6(a) but for a failure to comply with Section 2.6(b) or Section 2.6(c)) . A certificate submitted to the Borrower by such Lender (with a copy to the Administrative Agent), setting forth the basis for the determination of such additional amount or amounts necessary to compensate such Lender as aforesaid shall be final and conclusive and binding on the last day Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.5 upon subsequent receipt of such certificate. The Borrower shall not be obligated to pay any additional amounts arising pursuant to this Section 2.5 that are attributable to the then current Interest Excluded Period for with respect to such Advanceadditional amount; provided, howeverthat if an applicable law, thatrule, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period regulation, guideline or request shall be adopted or made on any date and shall be applicable thereto, then the notice to the Borrower shall be effective upon receipt by period prior to the date on which such law, rule, regulation, guideline or request is adopted or made, the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such period.

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. (b) If Notwithstanding anything herein to the contrary, (i) the issuance of any Lender determines that compliance with any law rules, regulations or regulation directions under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or any guideline directives thereunder or request from any central bank issued in connection therewith after the date of this Agreement and (ii) all requests, rules, guidelines or other governmental or monetary authority in regard to directives concerning capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory PracticesSupervision (or any successor or similar authority) or the US or foreign regulatory authorities shall, in each case, be deemed to be change in law, rule, regulation or guideline for purposes of Sections 2.8 andSection 2.13 and the protection of Sections 2.8 andSection 2.13 shall be available to each Lender and Issuing Lender regardless of any case in which such possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or request became effective other change or was made after condition which shall have occurred or been imposed, so long as it shall be customary for lenders or issuing banks affected thereby to comply therewith. Notwithstanding anything to the contrary contained herein, the Borrowers shall not be required to compensate any Lender pursuant to this Section 2.13 for any increased costs or reductions incurred more than 180 days prior to the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, that such Lender notifies the Borrowers of the change in law, rule, regulation or any corporation controlling guideline giving rise to such Lender as a consequence increased costs or reductions and of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected ’s intention to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender's or such corporation's policies with respect to capital adequacy), then the Borrower shall, from time to time, pay such Lender, 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(b) of such reduction in return, such additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorclaim compensation therefor. (c) Notwithstanding any other provision of this AgreementSubject to Section 2.14(b), if the introduction of any Lender determines that any law, rule, regulation or any change in or in the interpretation of any law or regulation makes guideline has made it unlawful, or that any central bank or other governmental authority asserts Governmental Authority has asserted that it is unlawful, for any Lender or its Eurodollar Lending Office applicable lending office to perform its obligations hereunder make, maintain or fund Loans whose interest is determined by reference to make Eurodollar Rate Advances SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to fund determine or maintain Eurodollar Rate Advances hereundercharge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon written notice thereof by such Lender to the Administrative Borrower (through the Agent) (an “Illegality Notice”), (a) any obligation of the Lenders to make SOFR Loans, and any right of the Borrowers to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Base Rate”, in each case until each affected Lender notifies the Agent and the Administrative Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, (i) the Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (i) each Eurodollar the interest rate on which Base Rate Advance Loans of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which shall, if necessary to avoid such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lenderillegality, be otherwise disadvantageous determined by the Agent without reference to such Lender. For purposes clause (c) of this Section 2.09(cthe definition of “Base Rate”), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, thattherefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to clause (c) of the definition of “Base Rate,” in each case until the Agent is advised in writing by each affected Lender that it is not lawful no longer illegal for such Lender to maintain determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such Advance until prepayment or conversion, the end of Borrowers shall also pay accrued interest on the Interest Period applicable theretoamount so prepaid or converted, then the notice to the Borrower shall be effective upon receipt by the Borrowertogether with any Funding Losses.

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), ifIf, due to either (i) the introduction of or any change (other than 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 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 Governmental Authority (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 increase 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 any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Paying 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 Paying 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 Paying Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy Governmental Authority (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has affects or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below Lender and that which the amount of such Lender capital or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change liquidity is increased by or compliance (taking into account based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type or such corporation's policies with respect to capital adequacyof the Letters of Credit (or similar contingent obligations), then the Borrower shall, from time to time, pay such Lenderthen, upon demand by such Lender (with a copy of such demand to the Administrative Paying Agent) made within 60 days after ), the first date on which such Lender has actual knowledge that it is entitled Borrower shall pay to make demand the Paying Agent for payment under this Section 2.09(b) the account of such reduction in returnLender, such additional amount from time to time as may be specified by such Lender as being Lender, additional amounts sufficient to compensate such Lender for in the light of such reduction in returncircumstances, to the extent that such Lender reasonably determines such reduction increase in capital or liquidity to be attributable allocable to the existence of such Lender's ’s commitment to lend hereunder; provided, however, that if such Lender fails hereunder or to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which issuance or maintenance of the Lender notifies the BorrowerLetters of Credit. A certificate as to such amounts amounts, submitted to the Borrower and the Administrative Paying Agent by such Lender Lender, shall be conclusive and binding 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 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 increased cost, submitted to the Borrower and the Paying Agent by such Issuing Bank or such Lender, as the case may be, shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes shall make it unlawful, as reasonably determined by any Lender, or any central bank or other governmental authority asserts Governmental Authority shall assert that it is unlawful, for any such Lender or 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, upon written on notice thereof and demand therefor by such Lender to the Borrower (with a copy to through the Administrative Paying Agent), (i) each Eurodollar Rate Advance the obligation of such Lender will automatically to make Eurodollar Rate Advances and to Convert Advances into a Base Eurodollar Rate Advance Advances shall terminate and (ii) the obligation under each Facility under which Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender has a Commitment to make, or to Convert then outstanding into Base Rate Advances intoin accordance with Section 2.09, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders except that the circumstances causing such suspension no longer exist; providedConversion may occur, howevernotwithstanding Section 2.09, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance other than on the last day of the then current respective Interest Period Periods for such Advance; provided, however, thatEurodollar Rate Advances, if it is 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 Dxxx-Fxxxx 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 lawful having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for such Lender International Settlements, the 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 maintain such Advance until the end Basel III, shall in each case be deemed to be a change in law regardless of the Interest Period applicable theretodate enacted, then the notice adopted, issued, promulgated or implemented. (f) Without prejudice to the Borrower survival of any other provision of this Agreement, the provisions of this Section 2.11 shall be effective upon receipt by the Borrowersurvive any termination of this Agreement.

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), ifIf, due --------------------------- to either (i) the introduction of or any change (other than 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 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 Governmental Authority (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 increase 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 any 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(aAgents), pay to the Administrative Paying 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 Agents by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy Governmental Authority (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has affects or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or Commitments hereunder and other commitments of this type, by increasing affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below Lender and that which the amount of such Lender capital is increased by or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type or such corporation's policies with respect to capital adequacyof the Letters of Credit (or similar contingent obligations), then the Borrower shall, from time to time, pay such Lenderthen, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after Agents), the first date on which such Lender has actual knowledge that it is entitled Borrower shall pay to make demand the Paying Agent for payment under this Section 2.09(b) the account of such reduction in returnLender, such additional amount from time to time as may be specified by such Lender as being Lender, additional amounts sufficient to compensate such Lender for in the light of such reduction in returncircumstances, to the extent that such Lender reasonably determines such reduction increase in capital to be attributable allocable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails hereunder or to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which issuance or maintenance of the Lender notifies the BorrowerLetters of Credit. A certificate as to such amounts amounts, submitted to the Borrower and the Administrative Agent Agents by such Lender Lender, shall be conclusive and binding 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 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 Administrative Agents), 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 increased cost, submitted to the Borrower and the Administrative Agents by such Issuing Bank or such Lender, as the case may be, shall be conclusive and binding for all purposes, absent manifest error. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation makes shall make it unlawful, as determined by any Lender, or any central bank or other governmental authority asserts Governmental Authority shall assert that it is unlawful, for any such Lender or 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, upon written on notice thereof and demand therefor by such Lender to the Borrower (with a copy to through the Administrative Agent)Agents, (i) each Eurodollar Rate Advance the obligation of such Lender will automatically to make Eurodollar Rate Advances and to Convert Advances into a Base Eurodollar Rate Advance Advances shall terminate and (ii) the obligation under each Facility under which Borrower shall forthwith Convert all Eurodollar Rate Advances of such Lender has a Commitment to make, or to Convert then outstanding into Base Rate Advances intoin accordance with Section 2.08, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders except that the circumstances causing such suspension no longer exist; providedConversion may occur, howevernotwithstanding Section 2.08, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance other than on the last day of the then current respective Interest Period Periods for such Advance; provided, however, thatEurodollar Rate Advances, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrowerhas paid all amounts payable under Section 8.03(c).

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 from time will pay to time, upon demand by such Lender (with a copy of or such demand to other Recipient, as the Administrative Agent) made within 60 days after the first date on which case may be, 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 amount or amounts sufficient to as will compensate such Lender or such other Recipient, as the case may be, 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, additional costs incurred 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. (b) If any Lender determines that compliance with any law Change in Law, or regulation directive from the BIS or any guideline another regulatory authority that such Lender is regulated by, regarding capital or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital ofof such Lender’s holding company, or maintained byif any, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances this Agreement or Commitments hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained Loans made by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into account consideration such Lender's or ’s policies and the policies of such corporation's policies Lender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed by such Lender to be material, then the Borrower shall, from time to time, time the Borrower will pay such Lender, upon demand by to 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(b) of such reduction in return, such additional amount or amounts as may be specified by such Lender as being sufficient to will compensate such Lender or such Lender’s holding company for any such reduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lender's commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such amounts shall commence accruing on such later date on which the Lender notifies the Borrower. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorsuffered. (c) Notwithstanding any other provision A certificate of this Agreement, if a Lender setting forth the introduction of amount or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any amounts necessary to compensate such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunderholding company, thenas the case may be, upon written notice by such Lender to the Borrower as specified in clause (with a copy to the Administrative Agent), (ia) each Eurodollar Rate Advance of such Lender will automatically Convert into a Base Rate Advance and (ii) the obligation under each Facility under which such Lender has a Commitment to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender shall designate a different Eurodollar Lending Office if the making of such a designation would avoid the need for giving such notice and demand, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.09(c), a notice to the Borrower by a Lender shall be effective with respect to any Eurodollar Rate Advance on the last day of the then current Interest Period for such Advance; provided, however, that, if it is not lawful for such Lender to maintain such Advance until the end of the Interest Period applicable thereto, then the notice to the Borrower shall be effective upon receipt by the Borrower.or