Common use of Increased Costs; Illegality Clause in Contracts

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required, 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified in clause (i)(A) above. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a)); or (ii) impose on any Lender or the London interbank market (or any other market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting this Agreement or the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender in respect thereof by an amount deemed by such Lender to be material, then the Company will pay or cause the applicable Borrower to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for 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 or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 Company and shall be conclusive absent manifest error. The Company shall pay or cause the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the 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 or the Issuing Bank notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) 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 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 Eurocurrency Loan denominated in dollars on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and (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, in 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, all 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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required(x) in the case of clause (i) below, by any Governmental Authority the Administrative Agent or (y) in the case 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over clauses (ii) the rate specified in clause and (i)(Aiii) above. below, any Lender, shall have determined on a reasonable basis (b) If any Change in Law which determination shall:, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) imposeon any date for determining the Adjusted Eurodollar Rate for any Interest Period that, modify or deem 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 any reserve, special deposit or similar requirement against assets of, deposits with or interest rate on the basis provided for in the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a))definition of Adjusted Eurodollar Rate; or (ii) impose on 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 Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Closing Date in any applicable law, governmental rule, regulation, guideline, order or request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, 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 any other market in which the funding operations position of such Lender shall be conducted with respect to in such market; or (iii) at any Committed Currency) any other condition affecting this Agreement or time, that the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount continuance of any sum received or receivable 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 (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrowers and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the 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 (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender, for such increased costs or reductions in amounts 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 Borrowers 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 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 shall have determined that after the Closing Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be materialmaterial the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Company will pay or cause Administrative Agent), the applicable Borrower to Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines reduction. Each Lender, upon determining in good faith that any Change 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 Law regarding capital requirements has or would have reasonable detail, the effect basis of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital calculation of such Lender's additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Issuing Bank's holding company, if any, as a consequence of Borrowers’ obligations to pay additional amounts pursuant to this Agreement or Section 2.6(c) upon the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies subsequent receipt 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferednotice. (d) A certificate of a Notwithstanding anything in this Agreement to the contrary, no Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 entitled to the Company and shall be conclusive absent manifest error. The Company shall pay compensation or cause the applicable Borrower to pay such Lender payment or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure reimbursement of other amounts under Section 2.6, 3.5 or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.4 for any increased costs amounts incurred or reductions incurred accruing more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Company giving of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) such Lender may declare that Multicurrency Loans (in the affected currency Borrowers of additional costs or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender 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 Eurocurrency Loan denominated in dollars on the last day other amounts of the then current Interest Period with respect thereto), unless nature described in such declaration shall be subsequently withdrawn; and (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, in 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, all 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 LoansSections. (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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any Lender shall determine at liability for any time that it shall be requiredtaxes, 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 any Governmental Authority way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any jurisdiction of any currency in which any Eurocurrency Loan shall be made law or in which banks are subject for any category of deposits regulation 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified compliance by any Lender with any guideline or request from any central bank or other governmental authority in clause any case introduced, changed, interpreted or requested after the date hereof (i)(Awhether or not having the force of law), there shall be (x) above. (b) If any Change in Law shall: (i) imposeimposed, modify modified or deem deemed applicable any reserve, special deposit or similar requirement against assets ofheld by, or letters of credit or guarantees issued by, or deposits with in or for the account of, or credit extended by, any Lender or (except any such reserve requirement referred to in Section 2.13(a)); or (iiy) impose imposed on any Lender or the London interbank market (or any other market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting relating to this Agreement or the Eurocurrency Loans or Fixed Rate Loans Advances made by such Lender (except it, and the result of any such reserve requirement event referred to in Section 2.13(a)); and the result thereof clause (x) or (y) shall be to increase the cost to such Lender of making agreeing to make or making, funding or maintaining any Eurocurrency Loan or Fixed Eurodollar Rate Loan (or of maintaining its obligation Advances, then the Borrower shall from time to make any such Loan)time, or to reduce the amount of any sum received or receivable upon demand by such Lender in respect thereof by an amount deemed by (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 be materialmake demand for payment under this Section 2.09(a), then the Company will pay or cause the applicable Borrower to pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will sufficient to compensate such Lender for such additional costs incurred 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 reduction sufferedreduce 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. (cb) If any Lender or the Issuing Bank determines that compliance with any Change law or regulation or any guideline or request from any central bank or other governmental or monetary authority in Law regarding regard to capital requirements 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 such Lender's or the Issuing Bank's capital or on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender's Advances or the Issuing Bank's holding company, if any, as a consequence Commitments hereunder and other commitments of this Agreement type, by increasing the amount of capital required or the Loans made by, or participations in Letters of Credit held expected to be maintained by such Lender or any corporation controlling such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or any corporation controlling such Lender's or the Issuing Bank's holding company Lender could have achieved but for such Change in Law adoption, effectiveness, change or compliance (taking into consideration account such Lender's or the Issuing Banksuch corporation'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 ), then the Borrower shall, from time to time, pay such Lender, upon demand by such Lender or (with a copy of such demand to the Issuing Bank, as Administrative Agent) made within 60 days after the case may be, to be material, then from time to time the Company will pay or cause the applicable Borrower to pay to first date on which such Lender or the Issuing Bank 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 will compensate may be specified by such Lender 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 as being sufficient to compensate such Lender or the Issuing Bank or for such Lender's or the Issuing Bank's holding companyreduction in return, as the case may be, as specified in paragraph (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 Company and shall be conclusive absent manifest error. The Company shall pay or cause the applicable Borrower to pay extent that such Lender or reasonably determines such reduction to be attributable to the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver existence of such Lender's or commitment to lend hereunder; provided, however, that if such Lender fails to so notify the Issuing Bank's right 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 demand such compensation; provided that 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 amounts submitted to the date that Borrower and the Administrative Agent by such Lender or the Issuing Bank notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofconclusive and binding for all purposes, absent manifest error. (f) 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. (gc) Notwithstanding any other provision of this Agreement, if, after if the 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 introduction 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 affected Committed Currency 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 Multicurrency Loans denominated in such Committed Currency to, or for the account of, any BorrowerEurodollar Rate Advances hereunder, then, by upon written notice by such Lender to the Company and the applicable Borrower and (with a copy to the Administrative Agent: ), (i) each Eurodollar Rate Advance of such Lender may declare 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 Multicurrency Loans (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 affected currency or currencies) will not thereafter (for the duration judgment of such unlawfulness) Lender, be made by otherwise disadvantageous to such Lender hereunder (or be continued for additional Interest PeriodsLender. For purposes of this Section 2.09(c), whereupon a notice to the Borrower by a Lender shall be effective with respect to 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 Eurocurrency Loan denominated in dollars Eurodollar Rate Advance on the last day of the then current Interest Period with respect thereto)for such Advance; provided, unless such declaration shall be subsequently withdrawn; and (ii) however, that, if it is not lawful for such Lender may require that all outstanding Multicurrency Loans (in to maintain such Advance until the affected currency or currencies) made by it be converted to Loans denominated in dollars, in 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, all 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 lawful, on the last day end of the Interest Period currently applicable thereto, then the notice to such Eurocurrency Loan; in all other cases such notice the Borrower shall be effective on the date of upon receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required(x) in the case of clause (i) below, by any Governmental Authority the Administrative Agent or (y) in the case 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over clauses (ii) the rate specified in clause and (i)(Aiii) above. below, any Lender, shall have determined on a reasonable basis (b) If any Change in Law which determination shall:, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) imposeon any date for determining the Adjusted Eurodollar Rate for any Interest Period that, modify or deem 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 any reserve, special deposit or similar requirement against assets of, deposits with or interest rate on the basis provided for in the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a))definition of Adjusted Eurodollar Rate; or (ii) impose on 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 Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Closing Date in any applicable law, governmental rule, regulation, guideline, order or request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, 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 any other market in which the funding operations position of such Lender shall be conducted with respect to in such market; or (iii) at any Committed Currency) any other condition affecting this Agreement or time, that the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount continuance of any sum received or receivable 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 (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (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 (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender, for such increased costs or reductions in amounts 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 2.8(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 shall have determined that after the Closing Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be materialmaterial the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Company will pay or cause Administrative Agent), the applicable Borrower to shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines reduction. Each Lender, upon determining in good faith that any Change 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 Law regarding capital requirements has or would have reasonable detail, the effect basis of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital calculation of such Lender's additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Issuing Bank's holding company, if any, as a consequence of Borrower’s obligations to pay additional amounts pursuant to this Agreement or Section 2.6(c) upon the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies subsequent receipt 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferednotice. (d) A certificate of a Notwithstanding anything in this Agreement to the contrary, no Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 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 Company and shall be conclusive absent manifest error. The Company shall pay Closing Date or cause the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the 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 or the Issuing Bank notifies the Company giving of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) such Lender may declare that Multicurrency Loans (in the affected currency of additional costs or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender 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 Eurocurrency Loan denominated in dollars on the last day other amounts of the then current Interest Period with respect thereto), unless nature described in such declaration shall be subsequently withdrawn; and (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, in 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, all 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 LoansSections. (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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If In the event that any Lender shall determine at any time that it shall have determined (which determination shall, absent manifest error, be required, 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified in clause (i)(A) above. (b) If any Change in Law shall:final and conclusive and binding upon all parties hereto): (i) imposeat any time, modify that such Lender shall actually incur increased costs or deem applicable reductions in the amounts received or receivable hereunder with respect to its portion of the Advance (other than any reserve, special deposit increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar requirement against assets ofcharges) because of any change since the Closing Date in any applicable law, deposits with governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order) (such as, for the account ofexample, 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 credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a2.5(e)); or (ii) impose on at any time, that the making or continuance of the Advance has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation or guideline, or has become impracticable as a result of a contingency occurring after the London Closing Date which adversely affects the relevant interbank market (or market; then, and in any other market in which the funding operations of such event, such Lender shall (x) on such date and (y) within ten Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower. Thereafter, and for 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 form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be conducted required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof in reasonable detail, submitted to the Borrower by such Lender 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 shall have determined that after the Closing Date, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or 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) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such corporation’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other corporation’s policies with respect to any Committed Currency) any other condition affecting this Agreement or the Eurocurrency Loans or Fixed Rate Loans made capital adequacy), then from time to time, within 10 days after written demand by such Lender (except with a copy to the Administrative Agent), 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 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 reserve requirement referred 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 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 non-United States office of any Lender to non-United States residents, then, unless such reserves are included in Section 2.13(a2.5(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 conclusive and binding on all parties hereto) at any time that such Lender has incurred Additional Costs in respect of any portion of the Advance then, unless such Additional Costs are included in Section 2.5(a)(i) or 2.5(c) or 2.5(d) such Lender shall promptly notify the Borrower and the 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 Borrower is otherwise required to pay interest in respect of the Advance or, if later, on written demand therefor by such Lender. (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, that if an applicable law, rule, 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 authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against the Advance participated in by such Lender, or (ii) impose on such Lender any other conditions directly or indirectly affecting this Loan Agreement or the Advance; and the result thereof shall be of any of the foregoing is to increase the cost to such Lender of making issuing, maintaining or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan)participating in the Advance, or to reduce the amount of any sum received or receivable by such Lender in hereunder or reduce the rate of return on its capital with respect thereof by an amount deemed to the Advance, then, upon written demand to the Borrower by such Lender (with a copy to be materialthe Administrative Agent), then the Company will pay or cause the applicable Borrower to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional increased cost or reduction. The preceding sentence shall not apply to increased costs incurred with respect to taxes imposed on or reduction suffered. (c) If any 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 Issuing Bank determines jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein or with respect to Taxes to the extent that any Change in Law regarding capital requirements has a Lender received additional amounts (or otherwise was indemnified) for such Taxes pursuant to Section 2.6 (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 of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, received additional amounts pursuant to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved Section 2.6(a) but for such Change in Law (taking into consideration such Lender's a failure to comply with Section 2.6(b) or Section 2.6(c)) . A certificate submitted to the 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 Borrower by such Lender or (with a copy to the Issuing BankAdministrative Agent), as the case may be, to be material, then from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (d) A certificate of a Lender or the Issuing Bank setting forth the basis for the determination of such additional amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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, aforesaid shall be delivered to final and conclusive and binding on the Company and shall be conclusive Borrower absent manifest error. The Company shall pay or cause , although the applicable Borrower failure to pay such Lender or the Issuing Bank the amount shown as due on deliver any such certificate within 10 Business Days after receipt thereof. (e) Failure shall not release or delay on diminish the part of any Lender or the Issuing Bank Borrower’s obligations to demand compensation pay additional amounts pursuant to this Section shall not constitute a waiver 2.5 upon subsequent receipt of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company certificate. The Borrower shall not be required obligated to compensate a Lender or the Issuing Bank pay any additional amounts arising pursuant to this Section for 2.5 that are attributable to the Excluded Period with respect to such additional amount; provided, that if an applicable law, rule, regulation, guideline or request shall be adopted or made on any increased costs or reductions incurred more than 270 days date and shall be applicable to the period prior to the date that on which such Lender law, rule, regulation, guideline or request is adopted or made, the Issuing Bank notifies limitation on the Company of the Change in Law giving rise Borrower’s obligations to pay such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) Notwithstanding the foregoing provisions of this Section, a Lender additional amounts hereunder shall not be entitled apply to compensation pursuant to this Section the additional amounts payable 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 madeperiod. (g) Notwithstanding any other provision of this Agreement, if, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) 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 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 Eurocurrency Loan denominated in dollars on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and (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, in 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, all 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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required(x) in the case of clause (i) below, by any Governmental Authority the Administrative Agent or (y) in the case 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over clauses (ii) the rate specified in clause and (i)(Aiii) above. below, any Lender, shall have determined on a reasonable basis (b) If any Change in Law which determination shall:, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) imposeon any date for determining the Adjusted Eurodollar Rate for any Interest Period that, modify or deem 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 any reserve, special deposit or similar requirement against assets of, deposits with or interest rate on the basis provided for in the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a))definition of Adjusted Eurodollar Rate; or (ii) impose on 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 Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Funding Date in any applicable law, governmental rule, regulation, guideline, order or request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, 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 any other market in which the funding operations position of such Lender shall be conducted with respect to in such market; or (iii) at any Committed Currency) any other condition affecting this Agreement or time, that the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount continuance of any sum received or receivable 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 (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (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 (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender, for such increased costs or reductions in amounts 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 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 shall have determined that after the Funding Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Funding Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be materialmaterial the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Company will pay or cause Administrative Agent), the applicable Borrower to shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines reduction. Each Lender, upon determining in good faith that any Change 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 Law regarding capital requirements has or would have reasonable detail, the effect basis of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital calculation of such Lender's additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Issuing Bank's holding company, if any, as a consequence of Borrower’s obligations to pay additional amounts pursuant to this Agreement or Section 2.6(c) upon the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies subsequent receipt 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferednotice. (d) A certificate of a Notwithstanding anything in this Agreement to the contrary, no Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 entitled to the Company and shall be conclusive absent manifest error. The Company shall pay compensation or cause the applicable Borrower to pay such Lender payment or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure reimbursement of other amounts under Section 2.6 or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 4.5 for any increased costs amounts incurred or reductions incurred accruing more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Company giving of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) such Lender may declare that Multicurrency Loans (in the affected currency of additional costs or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender 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 Eurocurrency Loan denominated in dollars on the last day other amounts of the then current Interest Period with respect thereto), unless nature described in such declaration shall be subsequently withdrawn; and (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, in 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, all 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 LoansSections. (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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required(x) in the case of clause (i) below, by any Governmental Authority the Administrative Agent or (y) in the case 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over clauses (ii) the rate specified in clause and (i)(Aiii) above. below, any Lender, shall have determined on a reasonable basis (b) If any Change in Law which determination shall:, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) imposeon any date for determining the Adjusted Eurodollar Rate for any Interest Period that, modify or deem 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 any reserve, special deposit or similar requirement against assets of, deposits with or interest rate on the basis provided for in the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a))definition of Adjusted Eurodollar Rate; or (ii) impose on 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 Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Closing Date in any applicable law, governmental rule, regulation, guideline, order or request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, 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 any other market in which the funding operations position of such Lender shall be conducted with respect to in such market; or (iii) at any Committed Currency) any other condition affecting this Agreement or time, that the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount continuance of any sum received or receivable 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 (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (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 (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender, for such increased costs or reductions in amounts 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 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 shall have determined that after the Closing Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be materialmaterial the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Company will pay or cause Administrative Agent), the applicable Borrower to shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines reduction. Each Lender, upon determining in good faith that any Change 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 Law regarding capital requirements has or would have reasonable detail, the effect basis of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital calculation of such Lender's additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Issuing Bank's holding company, if any, as a consequence of Borrower’s obligations to pay additional amounts pursuant to this Agreement or Section 2.6(c) upon the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies subsequent receipt 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferednotice. (d) A certificate of a Notwithstanding anything in this Agreement to the contrary, no Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 entitled to the Company and shall be conclusive absent manifest error. The Company shall pay compensation or cause the applicable Borrower to pay such Lender payment or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure reimbursement of other amounts under Section 2.6 or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 4.5 for any increased costs amounts incurred or reductions incurred accruing more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Company giving of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) such Lender may declare that Multicurrency Loans (in the affected currency of additional costs or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender 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 Eurocurrency Loan denominated in dollars on the last day other amounts of the then current Interest Period with respect thereto), unless nature described in such declaration shall be subsequently withdrawn; and (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, in 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, all 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 LoansSections. (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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required, 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified in clause (i)(A) above. (b) If etcIf any Change in Law shall: (a) In the event that (x) in the case of clause (i) imposebelow, modify the Administrative Agent or deem (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 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 forany increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes), or (ii) because of (x) any Change in Law since the 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 under this Agreement or the other Loan Documents, or (iii) impose or increase or render applicable any special deposit deposit, reserve, assessment, liquidity, capital adequacy or other similar requirement requirements (whether or not having the force of law and which are not already reflected in any amounts payable by Borrower hereunderincluding any compulsory loan requirement, insurance charge or other assessment) against assets ofheld byof, or deposits with inwith or for the account of, or credit loans by, or commitments of an office ofcredit extended by, any Lender Lender, or other Recipient) or (except any such reserve requirement referred to in Section 2.13(a))y) other circumstances adversely affecting the availability of Term SOFR; or (iiiv) impose on any Lender or the London interbank market (or Recipient any other market in which the funding operations of such Lender shall be conducted conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Xxxxxx’s Commitment, a Letter of Credit or any Committed Currency) class of loans or commitments of which any other condition affecting this Agreement or of the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a))Xxxxxx’s Commitment forms a part; and the result thereof of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Eurodollar Loan (or of maintaining its obligation to make any such Loan)) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender in respect thereof by an amount deemed by such Lender to be material, then the Company will pay or cause the applicable Borrower to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has hereunder (whether of principal, interest or would have otherwise), then the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, Borrower will pay to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for 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 or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, for such additional costs incurred or reduction suffered.. (ii) at any time, 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 specified in paragraph (a), (b) or (c) a result of this Sectiona contingency occurring after the Effective Date that materially adversely affects the availability of SOFR; then, and setting forth in reasonable detail the manner in which each such amount or amounts shall have been determinedevent, shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay or cause the applicable Borrower to pay such Lender or other Recipient (or the Issuing Bank Administrative Agent in the amount shown as due case of clause (i) above) shall (1) on any or promptly following such certificate date or time and (2) within 10 Business Days after receipt thereof. of the date on which such event no longer exists give notice (eby telephone confirmed in writing) Failure 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 delay 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 part date of any 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 Issuing Bank to demand compensation pursuant to this Section form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or other Recipient shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company determine) as shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Company of the Change in Law giving rise to other Recipient for such increased costs or reductions and of such Lender's or in amounts receivable hereunder (a written notice as to the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise additional amounts owed to such increased costs Lender or reductions is retroactiveother Recipient, then showing the 270-day 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 referred to above shall be extended to include the period of retroactive effect thereofrequired by law. (fb) Notwithstanding At any time that any SOFR Loan is affected by the foregoing provisions circumstances described in Section 2.14(a)(ii) or (iii), the Borrower may (and in the case of this Section, a Lender shall not be entitled to compensation SOFR Loan affected pursuant to this Section in respect of any Competitive Loan if 2.14(a)(iii) 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. (gBorrower shall) Notwithstanding any other provision of this Agreement, if, after the date hereof, 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 Change in Law shall make it unlawful for any Multicurrency 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 or maintain any Multicurrency its requested Loan or to give effect to its obligations as contemplated hereby with respect to any Multicurrency a Base Rate 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 if the affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency toSOFR Loan is then outstanding, or for the account of, any Borrower, then, by written upon at least one Business Day’s notice to the Company and the applicable Borrower and to the Administrative Agent: (i) such Lender may declare that Multicurrency Loans (in , require the affected currency Lender or currencies) will not thereafter (for the duration of other Recipient to Convert each such unlawfulness) be made by such Lender 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 SOFR Loan into a Eurocurrency Loan denominated in dollars on the last day of the then current Interest Period with respect thereto)Base Rate Loan; provided, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require however, that all outstanding Multicurrency Loans (in the affected currency or currencies) made by it be converted to Loans denominated in dollars, in 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, all payments and prepayments of principal that would otherwise have been applied to repay the Multicurrency Loans that would have been made by such if more than one Lender or other Recipient is affected at any time, then all affected Lenders or other Recipients must be treated the converted Multicurrency Loans of such Lender shall instead be applied same pursuant 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 Loansthis Section 2.14(b). (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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If If, after the Closing Date, the adoption of, or any Lender shall determine at change in, any time that it shall be requiredapplicable law, rule, or regulation, or any change in the interpretation or administration thereof, by any Governmental Authority charged with the interpretation or administration thereof, or compliance by Agent or the Lenders (or their Affiliates) with any request, guideline, or directive (irrespective of whether having the force of law) of any jurisdiction governmental authority (Governmental Authority (each of any currency the foregoing 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified in this clause (i)(Aa), a “Regulatory Change”) above. (b) If any Change in Law shall: (i) shall impose, modify modify, or 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 Assets of, deposits with with, or for the account of, or credit extended by, any Lender Agent or the Lenders (except any such reserve requirement referred to in Section 2.13(a)); or (iior their Affiliates) or shall impose on any Lender Agent or the London interbank market Lenders (or any other their Affiliates) or the interbank eurodollar market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting this Agreement its LIBOR RateSOFR Loans, as applicable, or the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any LIBOR RateSOFR Loans, as applicable, then, Agent may or such Loan)Lender, or by written notice given to reduce the amount of any sum received or receivable by such Lender in respect thereof by an amount deemed by such Lender to be materialAdministrative Borrower, then require the Company will pay or cause the applicable Borrower Borrowers to pay to such the Lender Group such additional amount or amounts as will shall compensate the Lender Group for any such increased cost, reduction, loss, or expense incurred by the Lender Group in connection with the Loans. Any such request for such additional costs incurred or reduction sufferedcompensation by Agent under this Section 2.13 shall set forth the basis of calculation thereof and shall, in the absence of manifest error, be conclusive and binding for all purposes. (cb) If Notwithstanding anything herein to the contrary, (i) the issuance of any Lender rules, regulations or directions under the Issuing Bank determines that any Change Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in Law regarding capital requirements has or would have connection therewith after the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence 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 Loans made byUS or foreign regulatory authorities shall, in each case, be deemed to be change in law, rule, regulation or participations in Letters guideline for purposes of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies Sections 2.8 andSection 2.13 and the policies protection of such Lender's Sections 2.8 andSection 2.13 shall be available to each Lender and Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender law, rule, regulation, guideline or the Issuing Bank, as the case may be, to be material, then from time to time the Company will pay other change or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for 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 or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (a), (b) or (c) of this Section, and setting forth in reasonable detail the manner in condition which such amount or amounts shall have occurred or been determinedimposed, so long as it shall be delivered customary for lenders or issuing banks affected thereby to comply therewith. Notwithstanding anything to the Company and shall be conclusive absent manifest error. The Company shall pay or cause contrary contained herein, the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company Borrowers shall not be required to compensate a any Lender or the Issuing Bank pursuant to this Section 2.13 for any increased costs or reductions incurred more than 270 180 days prior to the date that such Lender or the Issuing Bank notifies the Company Borrowers of the Change change in Law law, rule, regulation or guideline giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's ’s intention to claim compensation therefor; provided further that. (c) Subject to Section 2.14(b), if any Lender determines that any law, rule, regulation or guideline has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Change Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the 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 Law each case until each affected Lender notifies the Agent and the Administrative Borrower that the circumstances giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period determination no longer exist. Upon receipt of retroactive effect thereof. (f) 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, after the date hereofan Illegality Notice, (i) the Borrowers shall, if necessary to avoid such illegality, upon demand from 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice copy to the Company and the applicable Borrower and Agent), prepay or, if applicable, convert all SOFR Loans to the Administrative Agent: (i) such Lender may declare that Multicurrency Base Rate Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods), 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 Eurocurrency Loan denominated in dollars interest rate on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and (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, in 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 Base Rate on the date of such conversion. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the 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 Lendershall, if lawfulnecessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period currently applicable therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such Eurocurrency Loan; 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 all other cases each case until the Agent is advised in writing by each affected Lender that it is no longer illegal for such notice Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrowers shall be effective also pay accrued interest on the date of receipt thereof by the Company and the applicable Borroweramount so prepaid or converted, together with any Funding Losses.

Increased Costs; Illegality. Etc. (a) If In the event that any Lender Bank -------------------------------- shall determine at any time that it shall have determined (which determination shall, absent manifest error, be requiredfinal and conclusive and binding upon all parties but, by any Governmental Authority of any jurisdiction of any currency in which any Eurocurrency Loan with respect to the following clause (i), 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 only after consultation with respect to any period when it has a Eurocurrency Loan outstanding hereunder, then such Lender may require the Company or and 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified in clause (i)(A) above. (b) If any Change in Law shall:Agent): (i) imposeon any date for determining the Quoted Rate for any Interest Period, modify or deem that by reason of any changes arising after the date of this Agreement affecting the New York interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable any reserve, special deposit or similar requirement against assets of, deposits with or interest rate on the basis provided for in the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a))definition of Quoted Rate; or (ii) impose on at any Lender or time, that the London interbank market (or any other market in which relevant Quoted Rate shall not represent the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting this Agreement or the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost effective pricing to such Lender of making Bank for funding or maintaining any Eurocurrency the affected Eurodollar Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Competitive Bid Loan), or to reduce the amount of any sum received or receivable 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 to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and 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 materialbecause of (x) any change since the date of this Agreement in any applicable law or governmental rule, then from time to time regulation, guideline or order (or any interpretation thereof and including the Company will pay imposition of any new law or cause governmental rule, regulation, guideline or order) and/or (y) other circumstances arising after the applicable Borrower to pay to date of this Agreement affecting such Lender Bank, the New York interbank Eurodollar market or the Issuing position of such Bank in such additional amount market (such as, for example, but not limited to a change in official reserve requirements to the extent not covered by Section 1.11(c)); or (iii) at any time, that the making or amounts continuance of any Eurodollar Loan or any Competitive Bid Loan has become unlawful by compliance by such Bank in good faith with any law, governmental rule, regulation, guideline or order, or has become impracticable as will compensate such Lender or a result of a contingency occurring after the Issuing Bank or such Lender's or date of this Agreement which materially and adversely affects the Issuing Bank's holding company for New York interbank Eurodollar market; then, and in any such reduction suffered. event, such Bank shall on such date give notice (dby telephone confirmed in writing) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 Company and shall be conclusive absent manifest error. The Company shall pay or cause to the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver Agent of such Lender's or determination (which notice the Issuing Bank's right Agent shall promptly transmit to demand such compensation; provided that 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 or the Issuing Bank notifies the Company each of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) 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 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 Eurocurrency Loan denominated in dollars on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and (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, in 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, all 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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.other

Increased Costs; Illegality. (a) If any Lender shall determine notify the Administrative Agent and Level 3 at any time that it shall Eurocurrency Reserve Requirements are, or are scheduled to become, effective and that such Lender is or will be requiredgenerally subject to such Eurocurrency Reserve Requirements and will, 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 determinedas a result, to maintain reserves in respect of Eurocurrency Loans with respect to any period when it has a Eurocurrency Loan outstanding hereunderincur additional costs, then such Lender may require shall, for each day from the Company or later of the applicable Borrower date of such notice and the date on which such Eurocurrency Reserve Requirements become effective, be entitled to pay, contemporaneously with each payment of additional interest on the Eurocurrency Loans, additional interest for such period on the related Eurocurrency each Eurodollar Loan of such Lender made by it at a rate per annum determined for such day (rounded upward to the nearest 100th of 1%) equal to the excess of remainder obtained by subtracting (i)(Ai) the applicable LIBO Rate (or for such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over Eurodollar Loan from (ii) the rate specified 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 clause arrears to the Administrative Agent, for the account of such Lender, on each Interest Payment Date relating to such Eurodollar Loan and on any other date when interest is required to be paid hereunder with respect to such Loan. Any Lender giving a notice under this paragraph (i)(Aa) aboveshall promptly withdraw such notice (by written notice of withdrawal given to the Administrative Agent and Level 3) in the event Eurocurrency Reserve Requirements cease to apply to it or the circumstances giving rise to such notice otherwise cease to exist. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, of or credit extended by, by any Lender (except any such reserve requirement referred Eurocurrency Reserve Requirement); (ii) subject the Administrative Agent or any Lender to in any Taxes (other than Taxes on payments made under the Loan Documents, which are governed by Section 2.13(a))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 (iiiii) impose on any Lender or the London interbank market (or any other market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting this Agreement or the Eurocurrency Eurodollar Loans or Fixed Rate Loans made by of such Lender (except any such reserve requirement referred to in Section 2.13(a))Lender; and the result thereof of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender in respect thereof by an amount deemed by such Lender to be materialLender, then Level 3 and the Company Borrower will pay or cause the applicable Borrower to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, Lender to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’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 materialadequacy and liquidity), then from time to time Level 3 and the Company Borrower will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’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 or the Issuing Bank or such Lender's or the Issuing Bank's its holding company, as the case may be, as specified in paragraph (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, Section shall be delivered to the Company Level 3 and shall be conclusive absent manifest error. The Company Level 3 and the Borrower, as the case may be, shall pay or cause the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand such compensation; provided that Level 3 and the Company Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 180 days prior to the date that such Lender or the Issuing Bank notifies the Company Level 3 of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's ’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) Notwithstanding the foregoing The provisions of this Section, a Lender Section 2.09(a) and (c) shall not only be entitled available 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 madeLenders regulated by Federal banking authorities. (g) Notwithstanding If any other provision Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to perform any of this Agreementits obligations hereunder or make, ifmaintain or fund or charge interest with respect to any Loan or to determine or charge interest rates based upon the LIBO Rate, after or any Governmental Authority has imposed material restrictions on the date hereofauthority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to Level 3 and the Borrower through the Administrative Agent, (i) any Change in Law shall make it unlawful for any Multicurrency obligation of such Lender to make make, maintain, fund or maintain any Multicurrency Loan or to give effect to its obligations as contemplated hereby charge interest with respect to any Multicurrency Loansuch Loan or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, or and (ii) there shall have occurred any change in national if such notice asserts the illegality of such Lender making or international financial, political or economic conditions (including maintaining ABR Loans the imposition of or any change in exchange controls) or currency exchange rates interest rate on which would make it impracticable for is determined by reference to the Multicurrency Lenders holding a majority in interest LIBO Rate component of the outstanding Multicurrency Alternate Base Rate, the interest rate on ABR Loans denominated in of such Lender shall, if necessary to avoid such illegality, be determined by the affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice Administrative Agent without reference to the Company LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent, Level 3 and the applicable Borrower and 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) 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 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) shallprepay or, as to such Lender onlyif applicable, be deemed a request for a Eurocurrency Loan denominated in dollars (or a request to convert a Multicurrency Loan into a Eurocurrency Loan denominated in dollars on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and (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, in 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, all 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 Eurodollar Loans of such Lender shall instead be applied to repay ABR Loans (the Eurocurrency interest rate on which ABR Loans denominated in dollars, as the case may be, made by of such Lender in lieu ofshall, or resulting from if necessary to avoid such illegality, be determined by the conversion of, such Multicurrency Loans. (h) For purposes of this Section, a notice Administrative Agent without reference to the Company and LIBO Rate component of the applicable Borrower by any Lender shall be effective as to each Multicurrency Loan made by such LenderAlternate Base Rate), if lawful, either on the last day of the Interest Period currently therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Eurocurrency Loan; Lender without reference to the LIBO Rate component thereof until the Administrative Agent is advised in all other cases writing by such notice Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, the Borrower shall be effective also pay accrued interest on the date of receipt thereof by the Company and the applicable Borroweramount so prepaid or converted.

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required(x) in the case of clause (i) below, by any Governmental Authority the Administrative Agent or (y) in the case 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over clauses (ii) the rate specified in clause and (i)(Aiii) above. below, any Lender, shall have determined on a reasonable basis (b) If any Change in Law which determination shall:, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) imposeon any date for determining the Adjusted Eurodollar Rate for any Interest Period that, modify or deem by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable any reserve, special deposit or similar requirement against assets of, deposits with or interest rate on the basis provided for in the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a))definition of Adjusted Eurodollar Rate; or (ii) impose on at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender deems material with respect to any Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any 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 pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the London interbank market (or any other market in which the funding operations position of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting this Agreement or the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except in any such reserve requirement referred to in Section 2.13(a))market; and or (iii) at any time, that the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount continuance of any sum received or receivable Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing 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 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 (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). 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 (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts 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 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 shall have determined that after the Closing Date, any Change in Law regarding capital adequacy by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be materialmaterial to the rate of return on such Lender's or its parent corporation's capital or assets as a consequence of such Lender's commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or its parent corporation's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Company will pay or cause Administrative Agent), the applicable Borrower to shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines reduction. Each Lender, upon determining in good faith that any Change 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 Law regarding capital requirements has or would have reasonable detail, the effect basis of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital calculation of such Lenderadditional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower's or obligations to pay additional amounts pursuant to this Section 2.6(c) upon the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies subsequent receipt 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferednotice. (d) A certificate of a Lender or Notwithstanding anything in this Agreement to the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (a)contrary, (bi) or (c) of this Section, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined, no Lender shall be delivered entitled to the Company and shall be conclusive absent manifest error. The Company shall pay compensation or cause the applicable Borrower to pay such Lender payment or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure reimbursement of other amounts under Sections 2.6, 3.5 or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.4 for any increased costs amounts incurred or reductions incurred accruing more than 270 days prior to the date that such Lender giving of notice to the Borrower of additional costs or the Issuing Bank notifies the Company other amounts of the Change nature described in Law giving rise to such increased costs or reductions Sections, and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 no Lender shall have occurred demand compensation for any change reduction referred to in national or international financial, political or economic conditions (including the imposition of or any change in exchange controlsSection 2.6(c) or currency exchange rates which would make payment or reimbursement of other amounts under Section 3.5 if it impracticable for the Multicurrency Lenders holding a majority in interest of the outstanding Multicurrency Loans denominated in the affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) such Lender may declare that Multicurrency Loans (in the affected currency or currencies) will shall not thereafter (for the duration of such unlawfulness) be made by such Lender 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 Eurocurrency Loan denominated in dollars on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and (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, in 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 time be the date of such conversion. In the event any Lender shall exercise its rights under (i) general policy or (ii) above, all 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 practice of such Lender shall instead be applied to repay the Eurocurrency Loans denominated demand such compensation, payment or reimbursement in dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Multicurrency Loanssimilar circumstances under comparable provisions of other credit agreements. (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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required(x) in the case of clause (i) below, by any Governmental Authority the Administrative Agent or (y) in the case 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over clauses (ii) the rate specified in clause and (i)(Aiii) above. below, any Lender, shall have determined on a reasonable basis (b) If any Change in Law which determination shall:, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) imposeon any date for determining the Adjusted Eurodollar Rate for any Interest Period that, modify or deem 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 any reserve, special deposit or similar requirement against assets of, deposits with or interest rate on the basis provided for in the account of, or credit extended by, any Lender (except any such reserve requirement referred to in Section 2.13(a))definition of Adjusted Eurodollar Rate; or (ii) impose on 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 Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Closing Date in any applicable law, governmental rule, regulation, guideline, order or request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, 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 any other market in which the funding operations position of such Lender shall be conducted with respect to in such market; or (iii) at any Committed Currency) any other condition affecting this Agreement or time, that the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount continuance of any sum received or receivable 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 (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (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 (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender, for such increased costs or reductions in amounts 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 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 shall have determined that after the Closing Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be materialmaterial the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Company will pay or cause Administrative Agent), the applicable Borrower to shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines reduction. Each Lender, upon determining in good faith that any Change 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 Law regarding capital requirements has or would have reasonable detail, the effect basis of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital calculation of such Lender's additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Issuing Bank's holding company, if any, as a consequence of Borrower’s obligations to pay additional amounts pursuant to this Agreement or Section 2.6(c) upon the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies subsequent receipt 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 from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferednotice. (d) A certificate of a Notwithstanding anything in this Agreement to the contrary, no Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 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 Company and shall be conclusive absent manifest error. The Company shall pay Closing Date or cause the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the 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 or the Issuing Bank notifies the Company giving of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: (i) such Lender may declare that Multicurrency Loans (in the affected currency of additional costs or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender 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 Eurocurrency Loan denominated in dollars on the last day other amounts of the then current Interest Period with respect thereto), unless nature described in such declaration shall be subsequently withdrawn; and (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, in 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, all 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 LoansSections. (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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.

Increased Costs; Illegality. (a) If If, due to either (i) the introduction of or any Lender shall determine at change (including any time that it shall be required, change by any Governmental Authority way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or change in the interpretation of any jurisdiction of any currency in which any Eurocurrency Loan shall be made law or in which banks are subject for any category of deposits regulation 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 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified 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 clause the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, other than (i)(AA) aboveIndemnified 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 Paying Agent), pay to the Paying Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Paying Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Change in Law shall: Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (iwhether or not having the force of law) impose, modify affects or deem applicable would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any reserve, special deposit corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type or of the Letters of Credit (or similar requirement against assets ofcontingent obligations), deposits with or for the account ofthen, 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 (or any other market in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting this Agreement or the Eurocurrency Loans or Fixed Rate Loans made upon demand by such Lender (except any with a copy of such reserve requirement referred demand to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such LoanPaying Agent), or the Borrower shall pay to reduce the amount Paying Agent for the account of any sum received or receivable such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in respect thereof by an amount deemed the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder or to the issuance or maintenance of the Letters of Credit. A certificate as to such amounts, submitted to the Borrower and the Paying Agent by such Lender to Lender, shall be materialconclusive and binding for all purposes, then the Company will pay or cause the applicable Borrower to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedabsent manifest error. (c) If 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 determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital Lender (with a copy of such Lender's or demand to the Issuing Bank's holding companyPaying Agent), if any, as a consequence pay to the Paying Agent for the account of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and 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, additional amounts sufficient to be material, then from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for 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 or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, for such increased cost. A certificate as specified in paragraph (a)to the amount of such increased cost, (b) submitted to the Borrower and the Paying Agent by such Issuing Bank or (c) of this Sectionsuch Lender, and setting forth in reasonable detail as the manner in which such amount or amounts shall have been determinedcase may be, shall be delivered to the Company conclusive and shall be conclusive binding for all purposes, absent manifest error. The Company shall pay or cause the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the 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 or the Issuing Bank notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) 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. (gd) Notwithstanding any other provision of this Agreement, if, after if the 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 introduction of or any change in exchange controls) or currency exchange rates which would in the interpretation of any law or regulation shall make it impracticable unlawful, as reasonably determined by any Lender, or any central bank or other Governmental Authority shall assert that it is unlawful, for the Multicurrency Lenders holding a majority in interest of the outstanding Multicurrency Loans denominated in the affected Committed Currency such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any BorrowerEurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by written notice such Lender to the Company and Borrower through the applicable Borrower and to the Administrative Paying Agent: , (i) the obligation of such Lender may declare that Multicurrency Loans to make Eurodollar Rate Advances and to Convert Advances into Eurodollar Rate Advances shall terminate and (in ii) the affected currency or currencies) will not thereafter (for the duration Borrower shall forthwith Convert all Eurodollar Rate Advances of such unlawfulness) be made by Lender then outstanding into Base Rate Advances in accordance with Section 2.09, except that such Lender hereunder (or be continued for additional Interest Periods)Conversion may occur, 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) shallnotwithstanding Section 2.09, 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 Eurocurrency Loan denominated in dollars other than on the last day of the then current respective Interest Period with respect theretoPeriods for such Eurodollar Rate Advances, if the Borrower has paid all amounts payable under Section 8.03(c), unless such declaration shall be subsequently withdrawn; and (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, in 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, all 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. (he) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this SectionSection 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 having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for 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 Basel III, shall in each case be deemed to be a notice change in law regardless of the date enacted, adopted, issued, promulgated or implemented. (f) Without prejudice to the Company and survival of any other provision of this Agreement, the applicable Borrower by provisions of this Section 2.11 shall survive any Lender shall be effective as to each Multicurrency Loan made by such Lender, if lawful, on the last day termination of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrowerthis Agreement.

Increased Costs; Illegality. (a) If In the event that the Issuing Bank or any Lender L/C Participant shall determine have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) at any time that it shall be required, by any Governmental Authority of any jurisdiction of any currency incur increased costs or reductions in which any Eurocurrency Loan shall be made the amounts received 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 receivable hereunder in respect of Eurocurrency Loans with respect to any period when it has a Eurocurrency Loan outstanding hereunderLetter of Credit, 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 (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified in clause (i)(A) above. (b) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement referred to case because of any change since the date hereof in Section 2.13(a)); or (ii) impose on any Lender applicable law or the London interbank market (governmental rule, regulation, guideline or order or any other market interpretation thereof or any directive or request related thereto and including the introduction of any new law or governmental rule, regulation, guideline or order (such as, for example but not limited to, a change in which the funding operations of such Lender shall be conducted with respect to any Committed Currency) any other condition affecting this Agreement or the Eurocurrency Loans or Fixed Rate Loans made by such Lender (except any such official reserve requirement referred to in Section 2.13(a)); and the result thereof shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loanrequirements), whether or to reduce not having the amount force of any sum received or receivable 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 to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (c) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or law and/or other circumstances affecting the Issuing Bank or such Lender's or L/C Participant as a result of any such change; then, and in any such event, the Issuing Bank's holding company could have achieved but for Bank or such Change L/C Participant shall, promptly after making such determination, give notice (by telephone promptly confirmed in Law writing) to the Borrower and (taking into consideration such Lender's or if applicable) the Issuing Bank's policies and the policies Bank of such Lender's or determination (which notice the Issuing Bank's holding company with respect Bank shall promptly transmit to capital adequacy) by an amount deemed by such Lender or each of the Banks). Thereafter, the Borrower shall pay to the Issuing BankBank or such L/C Participant, upon notice by the Issuing Bank or L/C Participant, as the case may be, to be materialin accordance with Section 2.21 therefor, then from time to time the Company will pay or cause the applicable Borrower to pay to such Lender or the Issuing Bank such additional amount amounts (in the form of an increased rate of interest, or amounts a different method of calculating interest, or otherwise, as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (dL/C Participant in its reasonable discretion shall determine) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary as shall be required to compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company, as the case may be, as specified in paragraph (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 Company and shall be conclusive absent manifest error. The Company shall pay or cause the applicable Borrower to pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (e) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section L/C Participant for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Company of the Change in Law giving rise to such increased costs or reductions and reduction in amounts received or receivable hereunder. (b) In the case of such Lender's any Letter of Credit or requested Letter of Credit affected by the Issuing Bank's intention to claim compensation therefor; provided further thatcircumstances described above, the Borrower may, if the Change in Law giving rise to any such increased costs or reductions Letter of Credit has not yet been issued but is retroactive, then the 270-day period referred subject of a Letter of Credit Request, be deemed to have cancelled and rescinded such Request, provided, however, that all L/C Participants whose participation in such Letter of Credit are affected by the circumstances described in clause (a) above shall be extended to include the period of retroactive effect thereof. (f) 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, after the 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 treated in the affected Committed Currency to make or maintain Multicurrency Loans denominated in such Committed Currency to, or for the account of, any Borrower, then, by written notice to the Company and the applicable Borrower and to the Administrative Agent: same manner under this clause (i) 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 hereunder (or be continued for additional Interest Periodsb), 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 Eurocurrency Loan denominated in dollars on the last day of the then current Interest Period with respect thereto), unless such declaration shall be subsequently withdrawn; and (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, in 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, all 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 lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company and the applicable Borrower.