Common use of Requirements of Law Clause in Contracts

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date: (i) shall subject any Bank to any tax on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System shall be made subsequent to the Closing Date, and the result of such requirement shall be to increase the cost to any Lender of making or maintaining any Eurocurrency Loans and such Lender shall have requested, by notice to the Parent Borrower and the Administrative Agent (which notice shall specify the Statutory Reserve Rate applicable to such Lender), compensation under this paragraph, then the Parent Borrower will pay to such Lender (until the earlier of the date such requirement is no longer in effect or the date such Lender shall withdraw such request) amounts sufficient to compensate such Lender for such additional costs of making or maintaining such Eurocurrency Loans. (b) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any central bank or other Governmental Authority or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Closing Date: (i) shall subject any Bank Credit Party to any tax Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall shall, without duplication of reserves or other deposits contemplated by Section 2.19(a), impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or participations therein) by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderEurocurrency Rate; or (iii) shall impose on such Bank Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bank, by an amount which Lender or such Bank deems to be material, of makingother Credit Party, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Parent Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or such other Credit Party for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Parent Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to . (c) If any additional amounts payable pursuant to this Section submitted Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Company Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount reasonably deemed by such Lender to be material, then from time to time, after submission by such Lender to the Parent Borrower (with a copy to the Administrative Agent) of a written request therefor, the Parent Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other pay to such Lender such additional amount or amounts payable hereunderas will compensate such Lender or such corporation for such reduction. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (cd) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementa Requirement of Law, regardless of the date enacted, adopted, issued or implemented. (e) If by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding of any Foreign Currency Loan in any relevant Foreign Currency or the funding of any Foreign Currency Loan in any relevant Foreign Currency to an office located other than in New York shall be impossible or such Foreign Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Foreign Currency is no longer readily calculable, then, at the election of any affected Lender, no Foreign Currency Loans in the relevant currency shall be made or any Foreign Currency Loan in the relevant currency shall be made to an office of the Administrative Agent located in New York, as the case may be. (i) If payment in respect of any Foreign Currency Loan shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or such Foreign Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Foreign Currency is no longer readily calculable, then, at the election of any affected Lender, the applicable Borrower shall make payment of such Loan in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or in New York or (ii) if any Foreign Currency in which Loans are outstanding is redenominated then, at the election of any affected Lender, such affected Loan and all obligations of the applicable Borrower in respect thereof shall be converted into obligations in Dollars (based upon the Exchange Rate in effect on such date, as determined by the Administrative Agent in accordance with the terms hereof), and, in each case, the applicable Borrower shall indemnify the Lenders, against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. (g) A certificate as to any additional amounts payable pursuant to Sections 2.19(a), (b) or (c) submitted by any Lender to the Parent Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, no Borrower shall be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Parent Borrower of such Xxxxxx’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (h) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any central bank or other Governmental Authority or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date shall make it unlawful for any Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to any Additional Borrower or to give effect to its obligations as contemplated by this Agreement with respect to any extension of credit to any Additional Borrower, then, upon written notice by such Lender (each such Lender providing such notice, an “Impacted Lender”) to the Parent Borrower and the Administrative Agent: (i) the obligations of the Lenders hereunder to make extensions of credit to such Additional Borrower shall forthwith be (x) suspended until each Impacted Lender notifies the Parent Borrower and the Administrative Agent in writing that it is no longer unlawful for such Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to such Additional Borrower or (y) to the extent required by law, cancelled; (ii) if it shall be unlawful for any Impacted Lender to maintain or charge interest with respect to any outstanding Loan to such Additional Borrower, such Additional Borrower shall repay (or at its option and to the extent permitted by law, assign to the Parent Borrower) (x) all outstanding ABR Loans made to such Additional Borrower within three Business Days or such earlier period as required by law and (y) all outstanding Eurocurrency Loans made to such Additional Borrower on the last day of the then current Interest Periods with respect to such Eurocurrency Loans or within such earlier period as required by law; and (iii) if it shall be unlawful for any Impacted Lender to maintain, charge interest or hold any participation with respect to any Letter of Credit issued on behalf of such Additional Borrower, such Additional Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit within three Business Days or within such earlier period as required by law.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority charged with administration thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other such Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Credit Party to any tax of any kind whatsoever (other than (A) Non-Excluded Taxes or Other Taxes covered by Section 2.15 and (B) Taxes described in the first sentence of Section 2.15(a) immediately before the proviso and clauses (w) through (y) of Section 2.15(a)) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or, subject to Section 10.6(c)(ii), participations therein) by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Lender any other conditioncondition affecting its Eurodollar Loans or Fixed Rate Loans or its obligation to make or maintain Eurodollar Loans or Fixed Rate Loans or issue or participate in Letters of Credit; and the result of any of the foregoing is to increase the cost to such BankLender or such other Credit Party, by an amount which that such Bank Lender or other Credit Party deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or such other Credit Party for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to . (b) If any additional amounts payable pursuant to this Section submitted Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other pay to such Lender such additional amount or amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred as will compensate such Lender or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation corporation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementlaw, regardless of the date enacted, adopted, issued or implemented. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (e) 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 such Requirement of Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; , or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrowers shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company Borrowers’ Representative (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrowers’ Representative (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Date:Closing Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject any Bank such Lender to any tax on of any kind whatsoever with respect to any Eurocurrency Loans made or maintained by it or its loans, loan principal, letters of credit, commitmentsobligation to make or maintain Eurocurrency Loans, or other obligationschange the basis of taxation of payments to such Lender in respect thereof in each case, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered and Taxes measured by Section 2.17or imposed upon the net income, changes or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the rate case of tax on the overall such capital, net worth or branch taxes, imposed in lieu of such net income Tax), of such BankLender or its applicable lending office, any branch profits imposed by the United States of America branch, or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)affiliate thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunder; or (iii) shall impose on such Bank Lender any other conditioncondition (excluding any Tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the amount of interest payable by Borrower from such Lender, through the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank Administrative Agent, in accordance with herewith, the Borrower shall promptly pay such Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable with respect to such Interest Period. Any Bank claiming additional Eurocurrency Loans, provided that, in any such case, the Borrower may elect to convert the Eurocurrency Loans made by such Lender hereunder to ABR Loans (to the extent, in the case of Eurocurrency Loans, such Eurocurrency Loans are denominated in Dollars and, in all cases, to the extent such Loans are permitted by Section 3.2) by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy 3.9(a) and applicable legal and regulatory restrictions) to take such actionamounts, if any, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, may be adverse required pursuant to the affected Loans or to such BankSection 3.11. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify provide prompt notice thereof to the Company (with a copy to Borrower, through the Administrative Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A Such a certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder. (b) No Bank If any Lender shall be entitled have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority, in each case, made subsequent to any compensation under this Section 2.16 the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for any costs incurred such change or reduction suffered compliance (taking into consideration such Lender’s or such corporation’s policies with respect to any date unless capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within ten Business Days after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this paragraph (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall have notified the Company that it pay to such Lender such additional amount or amounts as will demand compensation compensate such Lender or corporation for such costs or reductions under paragraph (a) above not more than 60 days after reduction. Such a certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the later Administrative Agent, to the Borrower shall be conclusive in the absence of (i) such date manifest error. This covenant shall survive the termination of this Agreement and (ii) the date on which such Bank shall have become aware payment of such costs or reductionsthe Term Loans and all other amounts payable hereunder. (c) Notwithstanding anything herein to the contrarycontrary this Section 3.9, no Borrower shall be required to pay any amount with respect to any additional cost or reduction specified in paragraph (ia) all requestsor paragraph (b) above, rulesto the extent such additional cost or reduction is attributable, guidelinesdirectly or indirectly, to the application of, compliance with or implementation of specific capital adequacy requirements and directives promulgated or new methods of calculating capital adequacy, including any part or “pillar” (including Pillar 2), of the International Convergence of Capital Measurement Standards: a Revised Framework, published by the Bank for International Settlements, the Basel Committee on Banking Supervision (in June 2004, or any successor implementation, adoption (whether voluntary or similar authoritycompulsory) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in whether by an EC Directive or the FSA Integrated Prudential Sourcebook or any other law under this Agreementor regulation, regardless of the date enacted, adopted, issued or implementedotherwise.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax taxes (other than (A) Non-Excluded Taxes in respect of payments under any Loan Document, (B) Other Taxes and (C) taxes in respect of payments under any Loan Document for which a Loan Party is not responsible for the payment of additional amounts under Section 2.20(a)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Adjusted Eurocurrency Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans (or in the case of (i), any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by Parent Borrower shall promptly pay (or shall cause the Company relevant Borrower to pay) such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable; provided that in the event of the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority described in this Section 2.19(a)(i), the Parent Borrower shall not be required to such Interest Period. Any Bank claiming additional amounts compensate a Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) paragraph for any amounts incurred more than six months prior to take the date that such actionLender notifies the Parent Borrower of such Lender’s intention to claim compensation therefor; provided, as requested by the Company in writingfurther, that, if the taking circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankretroactive effect. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 2.19, it shall promptly notify the Company Parent Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to entitled (and any additional amounts payable pursuant to this Section submitted related calculations). (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations to lend hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Parent Borrower (with a copy to the Administrative Agent) of a written request therefor, the Parent Borrower shall pay (or shall cause the relevant Borrower to pay) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction provided that the respective Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Parent Borrower of such Lender’s intention to claim compensation therefor; provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be conclusive in extended to include the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware period of such costs or reductionsretroactive effect. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this AgreementRequirements of Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for costs imposed pursuant to matters set forth in this clause (c) unless it is generally seeking compensation for such costs from similarly situated borrowers under yield protection provisions in credit agreements with such borrowers that provide for such compensation. (d) If payment in respect of any Multicurrency Revolving Extension of Credit shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or such Optional Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Optional Currency is no longer readily calculable, then, at the election of any affected Lender, the applicable Borrower shall make payment of such Multicurrency Revolving Extension of Credit in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or in New York, and shall indemnify such Lender against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. (e) A certificate as to any additional amounts payable pursuant to this Section 2.19 submitted by any Lender to the Parent Borrower (with a copy to the Administrative Agent) shall contain reasonable supporting calculations and an explanation in connection therewith and shall be conclusive in the absence of manifest error. The obligations of the Borrowers pursuant to this Section 2.19 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder, except to the extent provided for in Section 2.19(b).

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender, Transferee or the Issuing Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligationschange the basis of taxation of payments to such Lender, Transferee or its deposits, reserves, other liabilities or capital attributable thereto the Issuing Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 2.15 and changes in the rate of tax on the overall net income of such BankLender, any branch profits imposed by Transferee or the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAIssuing Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender (or, in the case of (i), to such Lender, Transferee or Issuing Lender), by an amount which such Bank Lender (or, in the case of (i), such Lender, Transferee or Issuing Lender) deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans (or, in the case of (i), any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount Borrower (and each Foreign Subsidiary Borrower as to extensions of interest payable by the Company credit to such Bank on Foreign Subsidiary Borrower) shall promptly pay such Lender (or, in the Interest Payment Date in respect case of each Interest Period shall be increased by (i), such amount (as determined in good faith by such Bank in accordance with Lender, Transferee or Issuing Lender), upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender (or, in the case of (i), such Lender, Transferee or Issuing Lender) for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender, Transferee or Issuing Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled provided that the Borrowers shall not be required to compensate a Lender, Transferee or Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date on which such Lender, Transferee or Issuing Lender notifies the Borrower of such Xxxxxx’s, Transferee’s or Issuing Xxxxxx’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower (and each Foreign Subsidiary Borrower as to extensions of credit to such Foreign Subsidiary Borrower) shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date on which such Lender notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (cd) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this AgreementRequirements of Law, regardless of the date enacted, adopted, issued or implemented. (e) With respect to Revolving Credit Loans denominated in any Alternative Currency, if by reason of any change in a Requirement of Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding of any such Revolving Credit Loan in any relevant Alternative Currency or the funding of any such Revolving Credit Loan in any relevant Alternative Currency to the office of the Administrative Agent as set forth herein shall be impossible or, in the reasonable judgment of any Revolving Credit Lender, such Alternative Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Alternative Currency is no longer readily calculable, then, at the election of any affected Revolving Credit Lender, no Revolving Credit Loans in the affected Alternative Currency shall be made or any Revolving Credit Loan in the affected Alternative Currency shall be made to another office of the Administrative Agent as the Administrative Agent may agree in its sole discretion, as the case may be. (f) With respect to Revolving Credit Loans denominated in any Alternative Currency, (i) if payment in respect of any such Revolving Credit Loan shall be due in a currency other than Dollars and if, by reason of any change in a Requirement of Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or the applicable place of payment shall be impossible or, in the reasonable judgment of any Revolving Credit Lender, such Alternative Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Alternative Currency is no longer readily calculable, then, at the election of any such affected Revolving Credit Lender, the Borrower (and each Foreign Subsidiary Borrower as to extensions of credit to such Foreign Subsidiary Borrower) shall make payment of such Revolving Credit Loan to such affected Revolving Credit Lender in Dollars (based upon the Spot Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or to another office of the Administrative Agent as the Administrative Agent may agree in its sole discretion or (ii) if any Alternative Currency in which Revolving Credit Loans are outstanding is redenominated then, at the election of any such affected Revolving Credit Lender, such affected Revolving Credit Loan and all Obligations of the Borrowers in respect thereof shall be converted into obligations in Dollars (based upon the Spot Rate in effect on such date, as determined by the Administrative Agent in accordance with the terms hereof), and, in each case, the Borrower (and each Foreign Subsidiary Borrower as to extensions of credit to such Foreign Subsidiary Borrower) shall indemnify the Revolving Credit Lenders, against any currency exchange losses or out-of-pocket costs, fees and expenses that it shall sustain as a result of such alternative payment.

Requirements of Law. (a) If after the date hereof the adoption of or any change in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether or not having the force of law) after the date hereof from any central bank or other Governmental Authority made subsequent to the Restatement Effective DateAuthority: (ia) shall subject any Bank to any tax on its loansof any kind whatsoever with respect to this Agreement or any Term Benchmark Loans made by it, loan or change the basis of taxation of payments to such Bank of principal, letters facility fee, interest or any other amount payable hereunder in respect of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto Loans (except for Non-Excluded Taxes covered by Section 2.17, changes subsection 2.15 and taxes described in the rate clauses (i) through (iv) of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAsubsection 2.15(a)); (iib) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advancesadvances or loans by, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which is are not otherwise included in the determination of the Eurodollar Adjusted Term SOFR Rate hereunder; or (iiic) shall impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an any amount which such Bank reasonably deems to be material, of making, converting into, continuing renewing or maintaining Eurodollar Loans advances or extensions of credit or to reduce any amount receivable hereunder hereunder, in each case, in respect thereof, then, in any such case, the amount of interest payable Company shall after submission by such Bank, through the Agent, to the Company to of a written request therefor (such Bank on the Interest Payment Date in respect of each Interest Period request, which shall be increased by such amount (as determined conclusive and binding upon all parties in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions the absence of other financing agreements of similarly situated borrowers) as will compensate such Bank manifest error, shall include details reasonably sufficient to establish the basis for such increased additional cost or reduced amount receivable allocable and shall be submitted to the Company within 30 Business Days after it becomes aware of such Interest Period. Any fact), the Company shall, within 30 days of such written request, pay such Bank claiming for such additional cost or reduced amount receivable; provided, however, that notwithstanding anything contained in this subsection 2.13 to the contrary, such Bank shall not be entitled to receive any amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) subsection 2.13 that it is also entitled to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse pursuant to the affected Loans or to such Banksubsection 2.15(a). If any a Bank becomes entitled to claim any additional amounts pursuant to this Sectionsubsection 2.13, it shall promptly shall, within 30 Business Days after it becomes aware of such fact, notify the Company (with a copy to Company, through the Administrative Agent) , of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section the foregoing sentence submitted by such Bank Bank, through the Agent, to the Company (with a copy to the Administrative Agent) shall be conclusive and binding in the absence of demonstrable manifest error. The agreements in this Section Each Bank shall take such action as may be reasonably available to it without legal or financial disadvantage (including changing its lending office) to prevent any such Requirement of Law or change from becoming applicable to it. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender or any Issuing Lender, or compliance by any Bank Lender or any Issuing Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Date:Closing Date (or, if later, the date on which such Lender becomes a Lender or such Issuing Lender becomes an Issuing Lender): (i) shall subject any Bank such Lender or such Issuing Lender to any tax on of any kind whatsoever with respect to any Letter of Credit, any L/C Request, any Eurodollar Loans or any BA Equivalent Loans made or maintained by it or its loans, loan principal, letters of credit, commitmentsobligation to make or maintain Eurodollar Loans or BA Equivalent Loans, or other obligationschange the basis of taxation of payments to such Lender in respect thereof, or its depositsin each case, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes, Taxes covered imposed by Section 2.17, changes in the rate of tax on FATCA and taxes measured by or imposed upon the overall net income income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such Bankcapital, any net worth or branch profits taxes, imposed by the United States in lieu of America such net income tax), of such Lender, such Issuing Lender or its applicable lending office, branch, or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)affiliate thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate or BA Rate, as the case may be, hereunder; or (iii) shall impose on such Bank Lender or such Issuing Lender any other conditioncondition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such BankLender or such Issuing Lender, by an amount which such Bank Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or BA Equivalent Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the amount of interest payable by Parent Borrower from such Lender, through the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank Administrative Agent in accordance with herewith, the applicable Borrower shall promptly pay such Lender or such Issuing Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable with respect to such Interest Period. Any Bank claiming additional Eurodollar Loans, BA Equivalent Loans, or Letters of Credit, provided that, in any such case, such Borrower may elect to convert the Eurodollar Loans and/or BA Equivalent Loans made by such Lender hereunder to ABR Loans or Canadian Prime Rate Loans, as applicable, by giving the Administrative Agent at least two Business Days’ notice of such election, in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy Subsection 4.10(a) and applicable legal and regulatory restrictions) to take such actionamounts, if any, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, may be adverse required pursuant to the affected Loans or to such BankSubsection 4.12. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the Company (with a copy to Parent Borrower, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A Such a certificate as to any additional amounts payable pursuant to this Section Subsection 4.10(a) submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Parent Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank If any Lender or any Issuing Lender shall be entitled have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or such Issuing Lender or any corporation controlling such Lender or such Issuing Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority, in each case, made subsequent to the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such Lender’s or such Issuing Lender’s obligations hereunder or under or in respect of any compensation under this Section 2.16 Letter of Credit to a level below that which such Lender or such corporation could have achieved but for any costs incurred such change or reduction suffered compliance (taking into consideration such Lender’s or such Issuing Lender’s or such corporation’s policies with respect to any date unless capital adequacy) by an amount deemed by such Bank Lender or such Issuing Lender to be material, then from time to time, within ten Business Days after submission by such Lender to the Parent Borrower (with a copy to the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or such Issuing Lender or corporation and a reasonably detailed explanation of the calculation thereof, the applicable Borrower shall have notified the Company that it pay to such Lender such additional amount or amounts as will demand compensation compensate such Lender or corporation for such costs or reductions under paragraph (areduction. Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(b) above not more than 60 days after submitted by such Lender, through the later Administrative Agent, to the Parent Borrower shall be conclusive in the absence of (i) such date manifest error. This covenant shall survive the termination of this Agreement and (ii) the date on which such Bank shall have become aware payment of such costs or reductionsthe Loans and all other amounts payable hereunder. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities, in each case pursuant to Basel IIIIII and the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and (ii) Xxxx-Xxxxx and all requests, rules, guidelinesregulations, requirements guidelines and directives promulgated thereunder or issued in connection therewith or in implementation thereoftherewith, shall in each case be deemed to be a change in law under this Agreement, regardless of the date have been enacted, adoptedadopted or issued, issued or implementedas applicable, subsequent to the Closing Date for all purposes herein.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly, following receipt of the certificate required in subsection 4.12(c), pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly, following receipt of the certificate required in subsection 4.12(c), pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection 4.12, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled, such notice to include a description, in reasonable detail, of the event giving rise to its claim for such additional amounts; provided that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any additional costs incurred more than six months prior to the date on which such Lender notifies the Borrower of such event giving rise to such additional costs and of such Lender's intention to claim compensation therefor; and provided, further, that, if any adoption or change of any Requirement of Law or other event giving rise to such claim for additional compensation is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection 4.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. In the event that any Lender shall have determined in good faith that (a) If the adoption of any Laws regarding capital adequacy, or (b) any change in any Requirement of Law therein or in the interpretation or application thereof or (c) compliance by such Lender or any Bank corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to Authority, does or shall have the Restatement Effective Date: (i) shall subject any Bank to any tax on its loans, loan principal, letters effect of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in reducing the rate of tax return on the overall net income capital of such Bank, any branch profits imposed by the United States of America Lender or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA); (ii) shall imposecorporation controlling such Lender, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for as a consequence of the account of, advances, loans or other extensions obligations of credit by, the such Lender hereunder to a level below that which such Lender or any other acquisition of funds bycorporation controlling such Lender would have achieved but for such adoption, any office change or compliance (taking into consideration the policies of such Bank which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank any other condition; Lender and the result of any of the foregoing is corporation controlling such Lender, with respect to increase the cost to such Bank, capital adequacy) by an amount which deemed by such Bank deems Lender to be material, then from time to time, after submission by such Lender to the Borrowers of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof, then, in any a written request therefor and a statement of the basis for such casedetermination, the amount of interest payable by the Company Borrowers shall pay to such Bank on the Interest Payment Date Lender such additional amount or amounts in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will order to compensate such Bank for such increased cost or reduced amount receivable allocable reduction, provided, however, that each Lender agrees to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) use good faith efforts to change its Appropriate Payment Office if such date change would (A) eliminate the necessity for such additional payments and (B) not have an adverse effect on such Lender and (ii) treat the date on which such Bank shall have become aware Borrowers in substantially the same manner as it treats all similarly situated borrowers with respect to the requirement to payment of such costs or reductionsadditional amounts. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority charged with administration thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other such Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Credit Party to any tax of any kind whatsoever (other than (A) Non-Excluded Taxes or Other Taxes covered by Section 2.15, (B) Taxes described in clauses (w) through (y) of Section 2.15(a) and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or, subject to Section 10.6(c)(ii), participations therein) by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Lender any other conditioncondition affecting its Eurodollar Loans or Fixed Rate Loans or its obligation to make or maintain Eurodollar Loans or Fixed Rate Loans or issue or participate in Letters of Credit; and the result of any of the foregoing is to increase the cost to such BankLender or such other Credit Party, by an amount which that such Bank Lender or other Credit Party deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or such other Credit Party for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to . (b) If any additional amounts payable pursuant to this Section submitted Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other pay to such Lender such additional amount or amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred as will compensate such Lender or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation corporation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementlaw, regardless of the date enacted, adopted, issued or implemented. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (e) 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 such Requirement of Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax taxes (other than (A) Non-Excluded Taxes in respect of payments under any Loan Document, (B) Other Taxes and (C) taxes in respect of payments under any Loan Document for which a Loan Party is not responsible for the payment of additional amounts under Section 2.17(a)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans (or in the case of (i), any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by Parent Borrower shall promptly pay (or shall cause the Company relevant Borrower to pay) such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable, provided that in the event of the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority described in this Section 2.16(a)(i), the Parent Borrower shall not be required to such Interest Period. Any Bank claiming additional amounts compensate a Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Parent Borrower of such Lender’s intention to claim compensation therefor, and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writingprovided further that, if the taking circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankretroactive effect. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 2.16, it shall promptly notify the Company Parent Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to entitled (and any additional amounts payable pursuant to this Section submitted related calculations). (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations to lend hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Parent Borrower (with a copy to the Administrative Agent) of a written request therefor, the Parent Borrower shall pay (or shall cause the relevant Borrower to pay) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction provided that the respective Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Parent Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be conclusive in extended to include the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware period of such costs or reductionsretroactive effect. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this AgreementRequirements of Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for costs imposed pursuant to matters set forth in this clause (c) unless it is generally seeking compensation for such costs from similarly situated borrowers under yield protection provisions in credit agreements with such borrowers that provide for such compensation. (d) If payment in respect of any Revolving Extension of Credit shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or such Optional Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Optional Currency is no longer readily calculable, then, at the election of any affected Lender, the Borrower shall make payment of such Revolving Extension of Credit in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or in New York, and shall indemnify such Lender against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. (e) A certificate as to any additional amounts payable pursuant to this Section 2.16 submitted by any Lender to the Parent Borrower (with a copy to the Administrative Agent) shall contain reasonable supporting calculations and an explanation in connection therewith and shall be conclusive in the absence of manifest error. The obligations of the Borrowers pursuant to this Section 2.16 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder, except to the extent provided for in Section 2.16(b).

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender or any Issuing Lender, or compliance by any Bank Lender or any Issuing Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Date:Closing Date (or, if later, the date on which such Lender becomes a Lender or such Issuing Lender becomes an Issuing Lender): (i) shall subject any Bank such Lender or such Issuing Lender to any tax on of any kind whatsoever with respect to any Letter of Credit, any L/C Request, any Eurodollar Loans or any BA Equivalent Loans made or maintained by it or its loans, loan principal, letters of credit, commitmentsobligation to make or maintain Eurodollar Loans or BA Equivalent Loans, or other obligationschange the basis of taxation of payments to such Lender in respect thereof, or its depositsin each case, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes, Taxes covered imposed by Section 2.17, changes in the rate of tax on FATCA and taxes measured by or imposed upon the overall net income income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such Bankcapital, any net worth or branch profits taxes, imposed by the United States in lieu of America such net income tax), of such Lender, such Issuing Lender or its applicable lending office, branch, or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)affiliate thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate or BA Rate, as the case may be, hereunder; or (iii) shall impose on such Bank Lender or such Issuing Lender any other conditioncondition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such BankLender or such Issuing Lender, by an amount which such Bank Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or BA Equivalent Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the amount of interest payable by Parent Borrower from such Lender, through the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank Administrative Agent in accordance with herewith, the applicable Borrower shall promptly pay such Lender or such Issuing Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable with respect to such Interest Period. Any Bank claiming additional Eurodollar Loans, BA Equivalent Loans, or Letters of Credit, provided that, in any such case, such Borrower may elect to convert the Eurodollar Loans and/or BA Equivalent Loans made by such Lender hereunder to ABR Loans or Canadian Prime Rate Loans, as applicable, by giving the Administrative Agent at least two Business Days’ notice of such election, in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy Subsection 4.10(a) and applicable legal and regulatory restrictions) to take such actionamounts, if any, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, may be adverse required pursuant to the affected Loans or to such BankSubsection 4.12. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the Company (with a copy to Parent Borrower, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A Such a certificate as to any additional amounts payable pursuant to this Section Subsection 4.10(a) submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Parent Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If In the adoption of or event that any change in Buyer shall at any time have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Requirement of Law (other than with respect to any amendment made to such Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by any Bank such Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank such Buyer to any tax on its loans, loan principal, letters of credit, commitments, any kind whatsoever with respect to this Agreement or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto any Transaction (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall excluding net income taxes) or change the basis of taxation of payments to such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Buyer which is not otherwise included in the determination of the Eurodollar Rate hereunder; or; (iii) shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such BankBuyer, by an amount which such Bank Buyer deems in good faith to be material, of making, converting intoentering, continuing or maintaining Eurodollar Loans any Transaction or to reduce any amount receivable due or owing hereunder in respect thereofthereof by an amount which such Buyer determines in good faith to be material, then, in any such case, the Sellers shall promptly pay such Buyer such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased or amounts as calculated by such amount (as determined Buyer in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Buyer for such increased cost or reduced amount receivable allocable receivable. (b) In the event that any Buyer shall at any time have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to such Interest Period. Any Bank claiming Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by such Buyer or any corporation controlling such Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Buyer in good faith to be material, then from time to time, the Sellers shall promptly pay to such Buyer such additional amount or amounts as will compensate such Buyer for such reduction. (c) All payments made by any Seller to any Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if any Seller shall be required by law to deduct or withhold any taxes from any sums payable to such Buyer, then the Seller shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to such Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time the Price Differential is paid, pay to such Buyer all additional amounts pursuant as specified by such Buyer to preserve the after-tax yield such Buyer would have been received had such tax not been imposed; provided, however, that the Seller shall not be required to pay any additional amounts solely as a result of the syndication of this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) Agreement to take such actionan entity that would be treated as being engaged in a trade or business in the United States for federal income tax purposes, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of is otherwise exempt from any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. withholding taxes. (d) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this SectionSection 5.02, it shall promptly notify the Company (with a copy to the Administrative Agent) each affected Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 5.02 submitted by such Bank Buyer to the Company (with a copy to the Administrative Agent) an affected Seller shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority charged with administration thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other such Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Credit Party to any tax of any kind whatsoever (other than (A) Non-Excluded Taxes or Other Taxes covered by Section 2.15 and (B) Taxes described in the first sentence of Section 2.15(a) immediately before the proviso and clauses (w) through (y) of Section 2.15(a)) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or, subject to Section 10.6(c)(ii), participations therein) by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Term SOFR Rate hereunderor Daily Simple SOFR Rate; or (iii) shall impose on such Bank Lender any other conditioncondition affecting its Term Benchmark Loans, Daily Simple SOFR Loans or Fixed Rate Loans or its obligation to make or maintain Term Benchmark Loans, Daily Simple SOFR Loans or Fixed Rate Loans or issue or participate in Letters of Credit; and the result of any of the foregoing is to increase the cost to such BankLender or such other Credit Party, by an amount which that such Bank Lender or other Credit Party deems to be material, of making, converting into, continuing or maintaining Eurodollar Term Benchmark Loans, Daily Simple SOFR Loans or Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or such other Credit Party for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to . (b) If any additional amounts payable pursuant to this Section submitted Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other pay to such Lender such additional amount or amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred as will compensate such Lender or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation corporation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementlaw, regardless of the date enacted, adopted, issued or implemented. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (e) 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 such Requirement of Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Date:Closing Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject any Bank such Lender to any tax on of any kind whatsoever with respect to any Letter of Credit, any Application or any Eurodollar Loans made or maintained by it or its loans, loan principal, letters of credit, commitmentsobligation to make or maintain Eurodollar Loans, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, subsection 4.11 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations (if any) under subsection 4.11(b) or 4.11(c) or with respect to fees paid under this Agreement) and changes in the rate of tax on taxes measured by or imposed upon the overall net income income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such Bankcapital, any net worth or branch profits taxes, imposed by the United States in lieu of America such net income tax), of such Lender or its applicable lending office, branch, or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAaffiliate thereof); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other conditioncondition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the amount of interest payable by Borrower from such Lender, through the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank Administrative Agent, in accordance with herewith, the Borrower shall promptly pay such Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable with respect to such Interest Period. Any Bank claiming additional Eurodollar Loans or Letters of Credit, provided that, in any such case, the Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofor required to be paid to such Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy subsection 4.10(a) and applicable legal and regulatory restrictions) to take such actionamounts, if any, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, may be adverse required pursuant to the affected Loans or to such Banksubsection 4.12. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify provide prompt notice thereof to the Company (with a copy to Borrower, through the Administrative Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A Such a certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to If any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank Lender shall have notified determined that the Company that it will demand compensation for adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such costs Lender or reductions under paragraph any corporation controlling such Lender with any request or directive regarding capital adequacy (awhether or not having the force of law) above not more than 60 days after from any Governmental Authority, in each case, made subsequent to the later of Closing Date (i) such date and (ii) or, if later, the date on which such Bank Lender becomes a Lender), does or shall have become aware the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such costs Lender’s obligations hereunder or reductions. under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such change or compliance (ctaking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) Notwithstanding anything herein by an amount deemed by such Lender to be material, then from time to time, within ten Business Days after submission by such Lender to the contraryBorrower (with a copy to the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this paragraph (b) has occurred and describing in reasonable detail the nature of such event, (iy) all requests, rules, guidelines, requirements as to the reduction of the rate of return on capital resulting from such event and directives promulgated (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the Bank for International Settlementscalculation thereof, the Basel Committee on Banking Supervision (Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to any successor or similar authority) or by United States or foreign regulatory authorities, in each case additional amounts payable pursuant to Basel IIIthis subsection submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and (ii) Xxxx-Xxxxx the payment of the Loans and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementedother amounts payable hereunder.

Requirements of Law. (a) If If, after the Closing Date, the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Date:Closing Date (or, if later, the date on which such Lender becomes a Lender): (ia) shall subject change the basis of taxation of payments to such Lender of the principal of or interest on any Bank to Loan made by such Lender or any tax on its loans, loan principal, letters of credit, commitments, fees or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto amounts payable to such Lender hereunder (except for Non-Excluded Taxes covered by Section 2.17, 3.13 (including Non- Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.13(b)) and changes in taxes measured by or imposed upon the rate of tax overall net income, or franchise tax, gross receipt taxes, branch taxes, taxes on doing business or taxes on the overall net income worth of such BankLender or its applicable lending office, any branch profits imposed by the United States of America branch, or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAaffiliate thereof); (iib) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunder; or (iiic) shall impose on such Bank Lender any other conditioncondition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or issuing or participating in Letters of Credit or making Loans in a Foreign Currency or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the amount of interest payable by Borrower from such Lender, through the Company Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Bank Lender, upon its demand, any additional amounts necessary to compensate such Lender on the Interest Payment Date an after-tax basis (after taking into account applicable deductions and credits in respect of each Interest Period shall be increased by such the amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowersindemnified) as will compensate such Bank for such increased cost or reduced amount receivable allocable receivable, provided that, in any such case, the Borrower may elect to convert the Eurocurrency Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day's notice of such election, in which case the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank3.14. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 3.12, it shall promptly notify provide prompt notice thereof to the Company (with a copy to Borrower, through the Administrative Agent, certifying (x) that one of the events described in this Section 3.12 has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A Such a certificate as to any additional amounts payable pursuant to this Section 3.12 submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Borrower shall be conclusive and binding on the parties hereto in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank . Notwithstanding the foregoing, no Lender shall be entitled to any request compensation under this Section 2.16 for any costs incurred or reduction suffered 3.12 with respect to any date unless such Bank Eurocurrency Competitive Loan if said Lender shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become been aware of the charge giving rise to such costs or reductions. (c) Notwithstanding anything herein to request at the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless time of submission of the date enacted, adopted, issued or implementedrelated Eurocurrency Competitive Loan.

Requirements of Law. (a) If the introduction of, adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any guideline, request or directive (in each case, whether or not having the force of law) ), from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) does or shall subject any Bank Lender to any tax on its loansTax or increased Tax of any kind whatsoever with respect to this Agreement, loan principalany Note or any Eurodollar Loan or Cost of Funds Loan made by it, letters any Letter of credit, commitments, Credit issued or other obligations, participated in it by it or its deposits, reserves, other liabilities any participation by it in any Swing Line Loan or capital attributable thereto Daylight Overdraft Loan (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by Lender or Non-Excluded Taxes for which indemnification or additional costs are paid pursuant to Section 4.11) or change the United States basis or rate of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)taxation of payments to such Lender in respect thereof; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by or participated in by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Base Rate hereunderor Cost of Funds Rate; or (iii) does or shall impose on such Bank Lender any other condition, cost or expense; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender of making, converting Converting into, continuing Continuing or maintaining Eurodollar Loans or Cost of Funds Loans or issuing, providing and maintaining Letters of Credit or holding an interest in an Issuing Lender's obligations thereunder or of holding a participation interest in Swing Line Loans or Cost of Funds Loans, or to reduce any amount receivable hereunder by such Lender in respect thereof, ; then, in any such case, the Borrower shall promptly, after receiving notice as specified in clause (c) of this Section 4.10, pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable plus any Taxes thereon. For purposes of this Agreement, the Xxxx-Xxxxx Act and Basel III, and all rules, regulations, requests, guidelines or directives in connection with the Xxxx-Xxxxx Act or Basel III shall be deemed to have become effective, enacted and adopted after the date hereof. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any Person controlling such Lender with any Requirement of Law regarding capital adequacy or liquidity requirements or with any request or directive regarding capital adequacy or liquidity requirements (in each case, whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (including, without limitation, under or pursuant to Basel III and the Xxxx-Xxxxx Act) shall have the effect of reducing the rate of return on such Lender's or such Person's capital as a consequence of this Agreement, its obligations (if any) or its Maximum Credit Limit hereunder or its obligations under Letters of Credit (issued by it or in which it has a participation interest) or in respect of its Loans or participations therein to a level below that which such Lender or such Person could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such Person's policies with respect to capital adequacy and liquidity requirements) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts as will compensate such Lender for such reduction plus any Taxes thereon. In determining such amount or amounts, any Lender may use any method of averaging and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. attribution as it shall deem applicable. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 4.10, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 4.10 submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section 4.10 shall survive the termination of this Agreement and the payment of the Loans Loans, Reimbursement Obligations and all other amounts payable hereunder. (bd) No Bank shall be entitled The Administrative Agent and each Lender or Transferee hereby agrees that, upon the occurrence of any circumstances entitling the Administrative Agent or such Lender or Transferee to any compensation under additional amounts pursuant to this Section 2.16 for any costs incurred 4.10, the Administrative Agent or reduction suffered such Lender or Transferee shall use reasonable efforts (consistent with respect its internal policy and legal and regulatory restrictions), at the sole expense of the Borrower, to any date unless such Bank shall have notified designate a different Applicable Lending Office if the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware making of such costs a change would avoid the need for, or reductions. (c) Notwithstanding anything herein materially reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the sole judgment of the Administrative Agent or such Lender or Transferee, be otherwise disadvantageous to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Administrative Agent or such Lender or Transferee in any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementedmaterial respect.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Date:Closing Date (or, if later, the date on which such Lender becomes a Lender): (ia) shall subject any Bank such Lender to any tax on of any kind whatsoever with respect to any Letter of Credit, any Eurodollar Loans made by it or its loans, loan principal, letters of credit, commitmentsobligation to make Eurodollar Loans, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 3.10 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.10(b)) and changes in the rate of tax on taxes measured by or imposed upon the overall net income income, or franchise tax (imposed in lieu of such Banknet income tax), any branch profits imposed by the United States of America such Lender or its applicable lending office, branch, or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAaffiliate thereof); (iib) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderunder the Credit Agreement; or (iiic) shall impose on such Bank Lender any other conditioncondition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder under the Credit Agreement in respect thereof, then, in any such case, upon notice to the amount of interest payable by applicable Borrower from such Lender, through the Company to such Bank on Agent, in accordance therewith, the Interest Payment Date in respect of each Interest Period applicable Borrower shall be increased by obligated to promptly pay such amount (as determined in good faith by such Bank in accordance with Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable, provided that, in any such case, Xxxx may elect to convert the Revolving Loans which are Eurodollar Loans and made by such Lender under the Credit Agreement to Base Rate Loans by giving the Agent at least one Business Day's notice of such election, in which case Xxxx shall promptly pay to such Interest Period. Any Bank claiming additional amounts Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank3.11. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company (with a copy provide prompt notice thereof to the Administrative applicable Borrower, through the Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A Such a certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender, through the Agent, to the Company (with a copy to the Administrative Agent) Borrower shall be conclusive and binding on the parties hereto in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this the Credit Agreement and the payment of the Loans and all other amounts payable hereunderunder the Credit Agreement. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or any change in the interpretation or application thereof or compliance by any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Buyer to any tax on its loans, loan principal, letters Tax or increased Tax of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America kind whatsoever with respect to this Agreement or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)Transaction or change the basis of taxation of payments to Buyer in respect thereof; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Buyer which is not otherwise included in the determination of the Eurodollar Rate Benchmark hereunder; or (iii) shall impose on such Bank Buyer any other condition; and the result of any of the foregoing is to increase the cost to such BankBuyer, by an amount which such Bank Buyer deems to be material, of making, converting intoentering, continuing or maintaining Eurodollar Loans any Transaction or to reduce any amount receivable due or owing hereunder in respect thereof, then, in any such case, the amount of interest payable following receipt by the Company to Seller of the documentation required in Section 7(c) below Seller shall promptly pay Buyer such Bank on the Interest Payment Date in respect of each Interest Period shall be increased additional amount or amounts as calculated by such amount (as determined Buyer in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Buyer for such increased cost or reduced amount receivable allocable receivable. (b) If Buyer shall have in good faith determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such Interest Period. Any Bank claiming additional amounts pursuant corporation’s capital as a consequence of its obligations hereunder to this Section 2.16 shall use its reasonable efforts a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (consistent taking into consideration Buyer’s or such corporation’s policies with internal policy and applicable legal and regulatory restrictionsrespect to capital adequacy) by an amount deemed by Buyer to take such actionbe material, as requested then from time to time, following receipt by the Company Seller of the documentation required in writingSection 7(c) below, if the taking of such action would avoid the need for or reduce the amount of any Seller shall promptly pay to Buyer such additional amount or amounts and would not, in the judgment of as will compensate Buyer for such Bank, be adverse to the affected Loans or to such Bank. reduction. (c) If any Bank Buyer becomes entitled to claim any additional amounts pursuant to this SectionSection 7, it shall promptly notify the Company (with a copy to the Administrative Agent) Seller of the event by reason of which it has become so entitledentitled (the “Yield Protection Notice”); provided that Seller shall only be obligated to pay those amounts pursuant to this Section 7 to the extent incurred by the Buyer within ninety (90) days prior to, or on or after delivery of notice thereof to the Seller. A certificate as to any additional amounts payable pursuant to this Section 7 submitted by such Bank Buyer to the Company (with a copy to the Administrative Agent) Seller shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section shall survive Within five (5) Business Days of receipt of a Yield Protection Notice, the termination of Seller may either agree to pay such amount or may elect to terminate this Agreement and pay the payment of outstanding Obligations including all unpaid fees and expenses due to the Loans and all other amounts payable hereunder. Buyer within ninety (b90) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsYield Protection Notice. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender or the Issuing Lender to any tax on its loans(or any increase in any) Other Connection Taxes with respect to this Agreement or any other Loan Document, loan principal, letters any Letter of credit, commitmentsCredit, or other obligationsany participation in a Letter of Credit or any Loan made or Letter of Credit issued by it, except any such Taxes imposed on or measured by its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch or profits imposed by the United States of America (however denominated) or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCA)in lieu of net income or profits taxes; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderEurocurrency Rate; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans (or, in the case of clause (i), any Loan, any Letter of Credit, or any participation in a Letter of Credit or any Loan made or Letter of Credit issued by it) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company applicable Borrower shall promptly pay such Lender, promptly following its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company applicable Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Company (with a copy to the Administrative Agent) of a written request therefor, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. Notwithstanding anything to the contrary in this Section, the applicable Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Company of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The agreements in obligations of the Company pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Non- Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly, following receipt of the certificate required in subsection 4.12(c), pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly, following receipt of the certificate required in subsection 4.12(c), pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled, such notice to include a description, in reasonable detail, of the event giving rise to its claim for such additional amounts; provided that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any additional costs incurred more than six months prior to the date on which such Lender notifies the Borrower of such event giving rise to such additional costs and of such Lender's intention to claim compensation therefor; and provided, further, that, if any adoption or change of any Requirement of Law or other event giving rise to such claim for additional compensation is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest, penalties and other additions thereto) of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it or any of its loans, loan obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, letters of creditinterest, commitmentsfees or any other amount payable hereunder or on the Loans, commitments or other obligations, obligations of such Lender or its deposits, reserves, other liabilities or capital attributable thereto thereto, or shall change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 3.10 and changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank any other conditioncondition on or affecting such Lender (or its applicable lending office) or any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim claim, and determines that it will claim, any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any company controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such company’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such company’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such company for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (cd) Notwithstanding anything herein in this Section 3.9 to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelinesguidelines or directives thereunder or issued in connection therewith and (ii) all requests, requirements and rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities, in each case pursuant to Basel IIIIII shall, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case case, for all purposes of this Section 3.9, be deemed to be a change in law under this Agreement, regardless have been Requirements of Law adopted after the date enacted, adopted, issued or implementedhereof.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Eurodollar Loan, letters any Note, any Letter of credit, commitments, Credit or other obligations, Letter of Credit Application or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes taxes covered by Section 2.17, subsection 7.7 and the establishment of a tax based on the net income of such Lender or changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (including, without limitation, letters of credit or bankers acceptances) by, or any other acquisition of funds by, any office of such Bank which is not otherwise included in the determination of the Eurodollar Rate hereunderLender; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or to increase the cost to such Lender, by an amount which such Lender deems to be material, of issuing or maintaining any Letter of Credit or participation therein or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable, provided, in respect of Eurodollar Loans that before making any such demand, each Lender agrees to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with its internal policy and applicable legal and regulatory restrictionsrestrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to take such action, as requested by the Company in writing, designate a different Eurodollar lending office if the taking making of such action designation would allow the Lender or its Eurodollar Loan lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans or and avoid the need for for, or materially reduce the amount of any of, such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankincreased cost. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify (in any event no later than ninety (90) days after such Lender becomes entitled to make such claim) the Company (with a copy to Borrower, through the Administrative Agent) , of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements If the Borrower so notifies the Administrative Agent within five (5) Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this subsection 7.6, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans if a Base Rate option is available in this Section accordance with subsection 5.4 and, additionally, reimburse such Lender for any cost in accordance with subsection 7.8. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhereunder for nine (9) months following such termination and repayment. (b) No Bank If any Lender shall be entitled have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any compensation under this Section 2.16 Letter of Credit to a level below that which such Lender or such corporation could have achieved but for any costs incurred such change or reduction suffered compliance (taking into consideration such Lender's or such corporation's policies with respect to any date unless capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall have notified the Company that it pay to such Lender such additional amount or amounts as will demand compensation compensate such Lender for such costs or reductions under reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph (a) above not for any amounts incurred more than 60 days after the later of (i) such date and (ii) four months prior to the date on which that such Bank shall have become aware Lender notifies the Borrower of such costs or reductions. (c) Notwithstanding anything herein Lender's intention to claim compensation therefor; and provided further that, if the contrarycircumstances giving rise to such claim have a retroactive effect, (i) all requests, rules, guidelines, requirements then such four-month period shall be extended to include the period of such retroactive effect. This covenant shall survive the termination of this Agreement and directives promulgated by the Bank for International Settlements, payment of the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx Loans and all requests, rules, guidelines, requirements other amounts payable hereunder for nine (9) months following such termination and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementedrepayment.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 2.20 and changes in the rate of tax or taxes on the overall net income of such Bank, any branch profits imposed Lender by the United States jurisdiction under the laws of America which such Lender is organized or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAin which such Lender has its principal office or the applicable lending office); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining 42 Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable by such Lender hereunder in respect thereof, then, in any such case, the amount of interest payable by Borrower shall promptly pay such Lender, upon its written demand (which shall include the Company certificate described in Section 2.19(c)), any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender on an after-tax basis for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which shall include the certificate described in Section 2.19(c)), the Borrower shall pay to such Lender within 15 days of receipt of such notice such additional amount or amounts as will compensate such Lender on an after-tax basis for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) with reasonable detail demonstrating how such amounts were derived shall be conclusive in the absence of demonstrable manifest error. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany letter of credit application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.174.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; , or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderreceivable. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank such Lender to any tax on its loansof any kind whatsoever with respect to any Letter of Credit or any application relating thereto, loan principal, letters of credit, commitmentsany LIBOR Rate Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, (A) changes in the rate of tax on the overall net income of such Bank, Lender or (B) any branch profits changes in or additions to the rate or basis of taxation imposed on such Lender by either its jurisdiction or formation or the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAin which its lending office is located); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans or the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased additional cost or reduced amount receivable allocable which such Lender reasonably deems to be material as determined by such Interest Period. Any Bank claiming additional amounts pursuant Lender with respect to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected LIBOR Rate Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) Letters of the event by reason of which it has become so entitledCredit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. Each Lender agrees to use reasonable efforts (b) No Bank shall be entitled including reasonable efforts to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.its Domestic

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law (other than the certificate of incorporation, by-laws or other organizational or governing documents with respect to any Lender) or in the interpretation or application thereof occurring after the date on which any Lender becomes a Lender or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case, made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank such Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered as defined in subsection 2.14 (including Non-Excluded Taxes imposed solely by Section 2.17, reason of any failure of such Lender to comply with its obligations under subsection 2.14(b) or 2.14(c)) and changes in the rate respect of tax taxes on or measured by the overall net income of such BankLender or any applicable lending office, branch or affiliate thereof (or changes in any franchise, capital, or net worth taxes or similar taxes imposed in lieu of such net income taxes) imposed by a jurisdiction as a result of a present or former connection between such jurisdiction, any branch profits imposed by the United States of America political subdivision or any similar tax imposed by taxing authority thereof or therein, and such Lender, or any applicable lending office, branch or affiliate thereof (other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Agreement or any other jurisdiction and any United States federal withholding taxes imposed under FATCALoan Document)); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other conditioncondition (excluding the imposition of any tax); and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the amount of interest payable by Borrower from such Lender through the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank Administrative Agent in accordance with herewith, the Borrower shall promptly pay such Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable with respect to such Interest Period. Any Bank claiming additional Eurodollar Loans or Letters of Credit, provided that, in any such case, the Borrower may elect to convert Eurodollar Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least two Business Days' notice of such election, in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy subsection 2.13(a) and applicable legal and regulatory restrictions) to take such actionamounts, if any, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, may be adverse required pursuant to the affected Loans or to such Banksubsection 2.15. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company (with a copy give notice to the Borrower, through the Administrative AgentAgent certifying that (x) one of the events described in this paragraph (a) has occurred and the nature of such event, (y) the increased cost or reduced amount resulting from such event and (z) the additional amounts demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to If any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank Lender shall have notified determined that the Company adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority, in each case, made subsequent to the date hereof (or, in the case of any Lender that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after becomes a Lender subsequent to the later of (i) such date and (ii) hereof, subsequent to the date on which such Bank Lender becomes a Lender) does or shall have become aware the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor certifying that (x) one of the events described in this paragraph (b) has occurred and the nature of such costs event (in reasonable detail), (y) the reduced rate of return on such Lender's or reductionssuch corporation's capital resulting from such event and (z) the additional amounts demanded by such Lender and a reasonably detailed explanation of the calculation thereof, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Notwithstanding anything herein Each Lender which becomes entitled to claim any amounts pursuant to this subsection 2.13 agrees, upon the request of the Borrower, to use its best efforts to take steps reasonably available to it and acceptable to the contraryBorrower, including designating an alternative lending office or booking the affected Loan through another branch or affiliate, if by doing so any such additional amounts will be avoided or materially reduced, provided that taking such steps results in no additional costs to such Lender (i) all requests, rules, guidelines, requirements and directives promulgated other than costs that are paid by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authorityBorrower) or by United States or foreign regulatory authoritiesand is not otherwise materially disadvantageous to such Lender, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued such Lender's sole discretion determined in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementedgood faith.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Date:Date (or, if later, the date on which such Lender becomes a Lender): (ia) shall subject any Bank such Lender to any tax on of any kind whatsoever with respect to any Letter of Credit, any Eurodollar Loans made by it or its loans, loan principal, letters of credit, commitmentsobligation to make Eurodollar Loans, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 4.5 hereof (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 4.5(b) hereof) and changes in the rate of tax on taxes measured by or imposed upon the overall net income income, or franchise tax (imposed in lieu of such Banknet income tax), any branch profits imposed by the United States of America such Lender or its applicable lending office, branch, or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAaffiliate thereof); (iib) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such Bank Lender any other conditioncondition (excluding any tax of any kind whatsoever); and the result of any of the foregoing in (a), (b) or (c) above is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the amount of interest payable by Borrower from such Lender, through the Company to such Bank on Agent, in accordance herewith, the Interest Payment Date in respect of each Interest Period Borrower shall be increased by obligated to promptly pay such amount (as determined in good faith by such Bank in accordance with Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable, provided that, in any such case, the Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving the Agent at least one Business Day's notice of such election, in which case the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank4.6. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company (with a copy provide prompt notice thereof to the Administrative Borrower, through the Agent, certifying (x) that one of the events described in this Section 4.4 has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by reason such Lender and a reasonably detailed explanation of which it has become so entitledthe calculation thereof. A Such a certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender, through the Agent, to the Company (with a copy to the Administrative Agent) Borrower shall be conclusive and binding on the parties hereto in the absence of demonstrable manifest error. The agreements in this Section This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender, Transferee or the Issuing Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligationschange the basis of taxation of payments to such Lender, Transferee or its deposits, reserves, other liabilities or capital attributable thereto the Issuing Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 2.15 and changes in the rate of tax on the overall net income of such BankLender, any branch profits imposed by Transferee or the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAIssuing Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender (or, in the case of (i), to such Lender, Transferee or Issuing Lender), by an amount which such Bank Lender (or, in the case of (i), such Lender, Transferee or Issuing Lender) deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans (or, in the case of (i), any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount Borrower (and each Foreign Subsidiary Borrower as to extensions of interest payable by the Company credit to such Bank on Foreign Subsidiary Borrower) shall promptly pay such Lender (or, in the Interest Payment Date in respect case of each Interest Period shall be increased by (i), such amount (as determined in good faith by such Bank in accordance with Lender, Transferee or Issuing Lender), upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender (or, in the case of (i), such Lender, Transferee or Issuing Lender) for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender, Transferee or Issuing Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled provided that the Borrower shall not be required to compensate a Lender, Transferee or Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date on which such Lender, Transferee or Issuing Lender notifies the Borrower of such Xxxxxx’s, Transferee’s or Issuing Xxxxxx’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower (and each Foreign Subsidiary Borrower as to extensions of credit to such Foreign Subsidiary Borrower) shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date on which such Lender notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (cd) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this AgreementRequirements of Law, regardless of the date enacted, adopted, issued or implemented. (e) With respect to Revolving Credit Loans denominated in any Alternative Currency, if by reason of any change in a Requirement of Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding of any such Revolving Credit Loan in any relevant Alternative Currency or the funding of any such Revolving Credit Loan in any relevant Alternative Currency to the office of the Administrative Agent as set forth herein shall be impossible or, in the reasonable judgment of any Revolving Credit Lender, such Alternative Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Alternative Currency is no longer readily calculable, then, at the election of any affected Revolving Credit Lender, no Revolving Credit Loans in the affected Alternative Currency shall be made or any Revolving Credit Loan in the affected Alternative Currency shall be made to another office of the Administrative Agent as the Administrative Agent may agree in its sole discretion, as the case may be. (f) With respect to Revolving Credit Loans denominated in any Alternative Currency, (i) if payment in respect of any such Revolving Credit Loan shall be due in a currency other than Dollars and if, by reason of any change in a Requirement of Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or the applicable place of payment shall be impossible or, in the reasonable judgment of any Revolving Credit Lender, such Alternative Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Alternative Currency is no longer readily calculable, then, at the election of any such affected Revolving Credit Lender, the Borrower (and each Foreign Subsidiary Borrower as to extensions of credit to such Foreign Subsidiary Borrower) shall make payment of such Revolving Credit Loan to such affected Revolving Credit Lender in Dollars (based upon the Spot Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or to another office of the Administrative Agent as the Administrative Agent may agree in its sole discretion or (ii) if any Alternative Currency in which Revolving Credit Loans are outstanding is redenominated then, at the election of any such affected Revolving Credit Lender, such affected Revolving Credit Loan and all Obligations of the Borrower in respect thereof shall be converted into obligations in Dollars (based upon the Spot Rate in effect on such date, as determined by the Administrative Agent in accordance with the terms hereof), and, in each case, the Borrower (and each Foreign Subsidiary Borrower as to extensions of credit to such Foreign Subsidiary Borrower) shall indemnify the Revolving Credit Lenders, against any currency exchange losses or out-of-pocket costs, fees and expenses that it shall sustain as a result of such alternative payment.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for in each case Non-Excluded Taxes and Other Taxes, which are covered by Section 2.17, changes in the rate or basis of imposition of tax imposed on or measured by the overall net income of such BankLender, any franchise taxes in lieu of such net income taxes and branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAtaxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Lender any other conditioncondition affecting this Agreement; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower in writing (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided, that the Borrower shall not be required to pay additional amounts to compensate any Lender for (i) any Non-Excluded Taxes or Other Taxes, which are covered by Section 2.17 or (ii) any change in the rate or basis of imposition of applicable taxes imposed on or measured by net income, franchise taxes in lieu of such net income taxes and branch profits taxes. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall set forth in reasonable detail the calculation of such amounts and shall be conclusive in the absence of demonstrable manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) does or shall subject any Bank Lender to any tax on its loansTax of any kind whatsoever with respect to this Agreement, loan principalany Note or any Eurodollar Loan made by it, letters any Letter of credit, commitmentsCredit issued by it, or other obligations, change the basis or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income taxation of payments to such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)Lender in respect thereof; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) does or shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender of making, converting Converting into, continuing Continuing or maintaining Eurodollar Loans or issuing, providing and maintaining Letters of Credit or holding an interest in any Issuing Lender’s obligations thereunder, or to reduce any amount receivable hereunder by the Lender in respect thereof, then, in any such case, the Borrower shall promptly, after receiving notice as specified in clause (c) of this Section 4.12, pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable plus any Taxes thereon. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time-to-time, the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 4.12, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 4.12 submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section 4.12 shall survive the termination of this Agreement and the payment of the Loans Revolving Credit Loans, Reimbursement Obligations and all other amounts payable hereunder. (b) . No Bank Lender shall be entitled to claim any compensation under this additional amounts pursuant to Section 2.16 4.12 and (b) for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not circumstances which occurred more than 60 180 days after the later of (i) such date and (ii) prior to the date on which such Bank shall have become aware of such costs or reductionsLender makes a request for payment hereunder. (cd) Notwithstanding anything herein The Administrative Agent and each Lender or Transferee hereby agrees that, upon the occurrence of any circumstances entitling the Administrative Agent or such Lender or Transferee to additional amounts pursuant to this Section 4.12, the Administrative Agent or such Lender or Transferee shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions), at the sole expense of the Borrower, to designate a different Applicable Lending Office if the making of such a change would avoid the need for, or materially reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the judgment of the Administrative Agent or such Lender or Transferee, be otherwise disadvantageous to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Administrative Agent or such Lender or Transferee in any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementedrespect.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made or issued subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurocurrency Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 3.10 and changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or issuing or participating in Letters of Credit or participating in Foreign Currency Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by Company shall (or shall cause the Company relevant Subsidiary Borrower to) promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof by a Governmental Authority (including the Mandatory Liquid Asset requirements of the Bank of England or any similar requirement) 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) from any Governmental Authority, in each case issued or made subsequent to the date hereof, shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Company shall (or shall cause the relevant Subsidiary Borrower to) pay to such Interest PeriodLender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this Section and setting forth in 47 reasonable detail the calculation thereof shall be delivered to the Company and shall be conclusive absent manifest error. Any Bank claiming additional amounts The Company shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) not constitute a waiver of such Lender's right to take demand such action, as requested by compensation; provided that the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, shall not be adverse required to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with compensate a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable Lender pursuant to this Section submitted by such Bank for any increased costs or reductions incurred more than 90 days prior to the date that such Lender notifies the Company (with a copy in writing of the circumstances giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Administrative Agent) circumstances giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be conclusive in extended to include the absence period of demonstrable error. retroactive effect thereof. (e) The agreements in obligations of the Company and the Subsidiary Borrowers pursuant to this Section shall survive the termination of this Agreement Agreement, the termination of the Letters of Credit and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (cf) Notwithstanding anything herein to the contrary, (i) all requestsin the event that any Lender designates a different lending office than the lending office of such Lender as of the Closing Date, rules, guidelines, requirements so long as no Default has occurred and directives promulgated by the Bank for International Settlementsis continuing, the Basel Committee on Banking Supervision Company shall not be liable to pay or compensate such Lender under any provision of Section 3.9 or 3.10 in an amount in excess of that for which the Company would have been liable had such designation not been made unless such designation was made (1) with the Company's prior written consent or any successor or similar authority(2) or by United States or foreign regulatory authorities, in each case pursuant reason of such Lender's having been required by Section 3.12 to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be designate a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementednew lending office.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority charged with administration thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other such Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Credit Party to any tax of any kind whatsoever (other than (A) Non-Excluded Taxes or Other Taxes covered by Section 2.15 and (B) Taxes described in the first sentence of Section 2.15(a) immediately before the proviso and clauses (w) through (y) of Section 2.15(a)) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or, subject to Section 10.6(c)(ii), participations therein) by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar EurodollarTerm SOFR Rate hereunderor Daily Simple SOFR Rate; or (iii) shall impose on such Bank Lender any other conditioncondition affecting its EurodollarTerm Benchmark Loans, Daily Simple SOFR Loans or Fixed Rate Loans or its obligation to make or maintain EurodollarTerm Benchmark Loans, Daily Simple SOFR Loans or Fixed Rate Loans or issue or participate in Letters of Credit; and the result of any of the foregoing is to increase the cost to such BankLender or such other Credit Party, by an amount which that such Bank Lender or other Credit Party deems to be material, of making, converting into, continuing or maintaining Eurodollar EurodollarTerm Benchmark Loans, Daily Simple SOFR Loans or Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or such other Credit Party for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to . (b) If any additional amounts payable pursuant to this Section submitted Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other pay to such Lender such additional amount or amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred as will compensate such Lender or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation corporation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementlaw, regardless of the date enacted, adopted, issued or implemented. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (e) 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 such Requirement of Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany letter of credit application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.174.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; , or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrowers shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 4.12, it shall promptly notify the Company Borrowers’ Representative (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 4.12 submitted by such Bank Lender to the Company Borrowers’ Representative (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section 4.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (bd) No Bank shall be entitled to any compensation under For purposes of this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of 4.12, (i) such date the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder, issued in connection therewith or in implementation thereof and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelinesrequirements, requirements guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on or Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, a Requirement of Law regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes, and (C) Taxes described in clause (b) or (c) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender or such other Recipient, by an amount which that such Bank Lender or such other Recipient deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans (or in the case of (i) any Loan) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender or such other Recipient, within ten (10) Business Days after its written demand therefor, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Recipient becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. For the purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith or promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and to have been adopted after the date of this Agreement. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) A certificate as to setting forth in reasonable detail the calculation of any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender, the Administrative Agent with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date: : (i) does or shall subject any Bank Lender or the Administrative Agent to any tax Taxes (other than (x) Non-Excluded Taxes, (y) Taxes described in clauses (ii) through (iv) of the definition of Non-Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA); thereto; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderEurocurrency Rate; or or (iii) does or shall impose on such Bank Lender any other condition, cost or expense (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender or the Administrative Agent of making, converting Converting into, continuing Continuing or maintaining Eurodollar Loans this Agreement or any other Loan Document, any Loan or issuing, providing and maintaining any Letter of Credit or holding an interest in any Issuing Lender’s obligations thereunder, or to reduce any amount receivable hereunder by the Lender or the Administrative Agent in respect thereof, then the Lender or the Administrative Agent shall use reasonable efforts to designate a different Applicable Lending Office for funding or booking Loans or issuing Letters of Credit if, in the judgment of such Lender or the Administrative Agent, as applicable, such designation (x) would eliminate or reduce amounts payable pursuant to this Section 4.10 or eliminate the need to provide the notice specified in clause (c) of this Section 4.10 and (y) would not subject such Lender or the Administrative Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Administrative Agent; then, in any such case, and to the extent that such cost is not fully compensated for by an adjustment to the Eurocurrency Rate, the Base Rate, the Prime Rate or any fee on a Letter of Credit or mitigated pursuant to a change in such Lender’s Applicable Lending Office, the Borrowers shall promptly, after receiving notice as specified in clause (c) of this Section 4.10, USActive 56005294.156005294.9 -151- (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the Restatement Effective Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and liquidity) by an amount of interest payable deemed by such Lender to be material, then from time to time, the Company Borrowers shall promptly pay to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by Lender such additional amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts reduction on a net after-Tax basis. (consistent with internal policy and applicable legal and regulatory restrictionsc) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 4.10, it shall promptly notify the Company U.S. Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate prepared in good faith as to any additional amounts payable pursuant to this Section 4.10 submitted by such Bank Lender to the Company U.S. Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section 4.10 shall survive the termination of this Agreement and the payment of the Loans Loans, Reimbursement Obligations and all other amounts payable hereunder. (b) . No Bank Lender shall be entitled to claim any compensation additional amounts pursuant to Section 4.10(a) and (b) for circumstances which occurred more than 180 days prior to the date such Lender makes a request for payment hereunder. (d) It is agreed and understood that, for all purposes under this Agreement (including for purposes of this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company 4.10 and Section 4.11) that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith on in implementation thereof and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States States, Canadian (including the Office of the Superintendent of Financial Institutions) or other foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a an adoption or change in law under this Agreementa Requirement of Law made subsequent to the Restatement Effective Date, regardless of the date enacted, adopted, issued implemented or implementedissued.

Requirements of Law. If, after the date hereof, any Affected Person determines that the existence of or compliance with: (a) If the adoption of any law or regulation or any change in any Requirement of Law therein or in the interpretation or application thereof thereof, or compliance by (b) any Bank with any request request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date:): (i) does or shall subject any Bank such Affected Person to any tax on of any kind whatsoever with respect to this Agreement, any increase in the Purchased Interest (or its loans, loan principal, letters portion thereof) or in the amount of credit, commitmentsCapital relating thereto, or other obligationsdoes or shall change the basis of taxation of payments to such Affected Person on account of Collections, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America Discount or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA);amounts payable hereunder, or (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advancespurchases, advances or loans by, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which is Affected Person that are not otherwise included in the determination of the Eurodollar Euro-Rate hereunder; or (iii) shall impose on such Bank any other condition; , and the result of any of the foregoing is is: (A) to increase the cost to such Bank, by an amount which such Bank deems Affected Person of agreeing to be material, of making, converting into, continuing purchase or purchasing or maintaining Eurodollar Loans the ownership of undivided percentage ownership interests with regard to the Purchased Interest (or interests therein) or any Portion of Capital, or (B) to reduce any amount receivable hereunder in respect thereof(whether directly or indirectly), then, in any such case, upon demand by such Affected Person, the amount of interest payable by the Company Seller shall promptly pay to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will Affected Person additional amounts necessary to compensate such Bank Affected Person for such increased additional cost or reduced amount receivable allocable to receivable. All such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderas incurred. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If In the event that, at any time after the date hereof, the adoption of any Requirement of Law, or any change in any Requirement of Law therein or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective DateAuthority: (i) does or shall subject any Bank Lender, Transferee or Issuing Lender to any tax on its loans, loan principal, letters of credit, commitments, or Taxes (other obligations, or its deposits, reserves, other liabilities or capital attributable thereto than (except for A) Non-Excluded Taxes, (B) Taxes covered by Section 2.17imposed as a result of a present or former connection between such Lender, changes Transferee or Issuing Lender and the jurisdiction imposing such Taxes (other than a connection arising solely from such Lender, Transferee or Issuing Lender having executed, delivered, enforced, become a party to, performed its obligations under, or received payments under any Credit Document), or (C) any Taxes described in clause (x) or (y) of the rate last sentence of tax on the overall net income of such Banksubsection 4.22(a) with respect to this Agreement, any branch profits imposed by the United States of America Note, any Eurodollar Loans or any similar tax imposed Letter of Credit made by any other jurisdiction and any United States federal withholding taxes imposed under FATCAit); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advancesadvances or loans by, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank Lender which is are not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) does or shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender (or, by an amount which in the case of (i), to such Bank deems to be materialLender, Transferee or Issuing Lender) of makingconverting, converting into, continuing renewing or maintaining Eurodollar Loans advances or extensions of credit or to reduce any amount receivable hereunder hereunder, in each case, in respect thereofof its Eurodollar Loans or, in the case of (i), any Loans or issuing or participating Letters of Credit, then, in any such case, the amount Company, shall promptly pay such Lender (or, in the case of interest payable by the Company (i), such Lender, Transferee or Issuing Lender), on demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender (or, in the case of (i), such Lender, Transferee or Issuing Lender) on an after-tax basis for such increased additional cost or reduced amount receivable allocable to which such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts Lender (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would notor, in the judgment case of (i), such Lender, Transferee or Issuing Lender) deems to be material as determined by such Lender (or, in the case of (i), such Lender, Transferee or Issuing Lender) with respect to such Eurodollar Loans or, in the case of (i), any Loans or issuing or participating Letters of Credit, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the ABR plus the Applicable Margin. (b) In the event that at any time after the date hereof any Change in Law with respect to any Lender shall, in the opinion of such BankLender, shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital, as the case may be, as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation, as the case may be, could have achieved but for such Change in Law (taking into account such Lender’s or such corporation’s policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Lender to be adverse material, then from time to time following notice by such Lender to the affected Loans or Company of such Change in Law as provided in paragraph (c) of this subsection 4.20, within 15 days after demand by such Lender, the Company shall pay to such Bank. Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, on an after-tax basis for such reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection 4.20, it shall promptly notify the Company (with a copy to through the Administrative Agent) , of the event by reason of which it has become so entitled. If any Lender has notified the Company through the Administrative Agent of any increased costs pursuant to paragraph (a) of this subsection 4.20, the Company at any time thereafter may, upon at least two Working Days’ notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and subject to subsection 4.21, prepay or convert into ABR Loans all (but not a part) of the Eurodollar Loans then outstanding. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of paragraph (a) of this subsection 4.20 or entitling a Lender to receive additional amounts under paragraph (a) or (c) of subsection 4.22 with respect to such Lender, it will, if requested by the Company, and to the extent permitted by law or by the relevant Governmental Authority, endeavor in good faith to avoid or minimize the increase in costs, reduction in payments, or payment of additional amounts resulting from such event (including, without limitation, endeavoring to change its Eurodollar Lending Office or any other lending office); provided, however, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank Lender, through the Administrative Agent, to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements covenants contained in this Section subsection 4.20 shall survive the termination of this Agreement and the payment repayment of the Loans and all other amounts payable hereunderoutstanding Loans. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax Taxes (other than (A) Non-Excluded Taxes in respect of payments under any Loan Document, (B) Other Taxes, (C) Connection Income Taxes and (D) Taxes in respect of payments under any Loan Document for which a Loan Party is not responsible for the payment of additional amounts under Section 2.20(a)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Adjusted LIBOR Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar LIBOR Loans (or in the case of (i), any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by Borrower shall promptly pay (or shall cause the Company Borrower to pay) such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable; provided that in the event of the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority described in Section 2.19(a)(i), the Borrower shall not be required to such Interest Period. Any Bank claiming additional amounts compensate a Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor, and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writingprovided further that, if the taking circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankretroactive effect. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 2.19, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to entitled (and any additional amounts payable pursuant to this Section submitted related calculations). (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations to lend hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay (or shall cause the Borrower to pay) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be conclusive in extended to include the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware period of such costs or reductionsretroactive effect. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this AgreementRequirements of Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for costs imposed pursuant to matters set forth in this clause (c) (x) unless it is generally seeking compensation for such costs from similarly situated borrowers under yield protection provisions in credit agreements with the Borrowers that provide for such compensation and (y) in the case of a Change in Law, such Change in Law occurred after the date on which such Person became a Lender hereunder. (d) If payment in respect of any Revolving Extension of Credit shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible, then, at the election of any affected Lender, the Borrower shall make payment of such Revolving Extension of Credit in Dollars and/or in New York, and shall indemnify such Lender against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. (e) A certificate as to any additional amounts payable pursuant to this Section 2.19 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall contain reasonable supporting calculations and an explanation in connection therewith and shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this Section 2.19 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder, except to the extent provided for in Section 2.19(b).

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderreceivable. (b) No Bank If any Lender shall be entitled have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any compensation under this Section 2.16 Letter of Credit to a level below that which such Lender or such corporation could have achieved but for any costs incurred such adoption, change or reduction suffered compliance (taking into consideration such Lender's or such corporation's policies with respect to any date unless capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, the Borrower shall have notified the Company that it promptly pay to such Lender such additional amount or amounts as will demand compensation compensate such Lender for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Bank in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 2.13 and changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which that such Bank deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Bank, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate . (b) If any Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Bank's or such corporation's capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to any additional amounts payable pursuant a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such corporation's policies with respect to this Section submitted capital adequacy) by an amount deemed by such Bank to be material, then from time to time, after submission by such Bank to the Company Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled pay to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it such additional amount or amounts as will demand compensation compensate such Bank or such corporation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreduction. (c) Notwithstanding anything herein A certificate setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Bank or its holding company, as determined in paragraph (a) or (b) above, as the case may be, shall be delivered by any Bank to the contrary, Borrower (iwith a copy to the Administrative Agent) all requests, rules, guidelines, requirements and directives promulgated such amount or amounts may be reviewed by the Bank for International SettlementsBorrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Basel Committee Borrower shall pay to the Bank, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Bank, the amount shown as due on Banking Supervision any such certificate. If the Borrower, after receipt of any such certificate from the Bank, disagrees with the Bank on the computation of the amount or amounts owed to the Bank pursuant to paragraph (or any successor or similar authoritya) or by United States (b) above, the Bank and the Borrower shall negotiate in good faith to resolve such disagreement promptly. In either case, however, the Bank shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or foreign regulatory authorities(b) above to the extent that such mitigation will not, in each case the judgment of the Bank, entail any cost or disadvantage to the Bank that the Bank is not reimbursed or compensated for by the Borrower. (d) Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Bank's right to demand compensation with respect to any other period; provided that if any Bank fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Bank shall, with respect to amounts payable pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case this Section 2.12 resulting from such event only be deemed entitled to be a change in law payment under this Agreement, Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Bank does make such demand. The protection of this Section 2.12 shall be available to each Bank regardless of any possible contention of the date enactedinvalidity or inapplicability of the law, adoptedrule, issued regulation, guideline or implementedother change or condition which shall have occurred or been imposed.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority charged with administration thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other such Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Credit Party to any tax of any kind whatsoever (other than (A) Non-Excluded Taxes or Other Taxes covered by Section 2.15, (B) Taxes described in clauses (w) through (y) of Section 2.15(a) and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or, subject to Section 10.6(c)(ii), participations therein) by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Lender any other conditioncondition affecting its Eurodollar Loans or its obligation to make or maintain Eurodollar Loans or issue or participate in Letters of Credit; and the result of any of the foregoing is to increase the cost to such BankLender or such other Credit Party, by an amount which that such Bank Lender or other Credit Party deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or such other Credit Party for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to . (b) If any additional amounts payable pursuant to this Section submitted Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other pay to such Lender such additional amount or amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred as will compensate such Lender or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation corporation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementlaw, regardless of the date enacted, adopted, issued or implemented. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Eurocurrency Loan, letters any Note, any Letter of credit, commitments, Credit or other obligations, Letter of Credit Application or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes taxes covered by Section 2.17, subsection 9.7 and the establishment of a tax based on the net income of such Lender or changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (including, without limitation, letters of credit or bankers acceptances) by, or any other acquisition of funds by, any office of such Bank which is not otherwise included in the determination of the Eurodollar Rate hereunderLender; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or to increase the cost to such Lender, by an amount which such Lender deems to be material, of issuing or maintaining any Letter of Credit or participation therein or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company applicable Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable, provided, in respect of Eurocurrency Loans that before making any such demand, each Lender agrees to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with its internal policy and applicable legal and regulatory restrictionsrestrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to take such action, as requested by the Company in writing, designate a different Eurocurrency lending office if the taking making of such action designation would allow the Lender or its Eurocurrency Loan lending office to continue to perform its obligations to make Eurocurrency Loans or to continue to fund or maintain Eurocurrency Loans or and avoid the need for for, or materially reduce the amount of any of, such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankincreased cost. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify (in any event no later than ninety (90) days after such Lender becomes entitled to make such claim) the Company (with a copy to applicable Borrower, through the Administrative applicable Agent) , of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender, through the applicable Agent, to the Company (with a copy to the Administrative Agent) applicable Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements If the applicable Borrower so notifies the applicable Agent within five (5) Business Days after any Lender notifies the such Borrower of any increased cost pursuant to the foregoing provisions of this subsection 9.6, such Borrower may convert all Eurocurrency Loans of such Lender then outstanding into Base Rate Loans if a Base Rate option is available in this Section accordance with subsection 7.4 and, additionally, reimburse such Lender for any cost in accordance with subsection 9.8. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhereunder for nine (9) months following such termination and repayment. (b) No Bank If any Lender shall be entitled have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any compensation under this Section 2.16 Letter of Credit to a level below that which such Lender or such corporation could have achieved but for any costs incurred such change or reduction suffered compliance (taking into consideration such Lender's or such corporation's policies with respect to any date unless capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, after submission by such Lender to the applicable Borrower (with a copy to the applicable Agent) of a prompt written request therefor, the applicable Borrower shall have notified the Company that it pay to such Lender such additional amount or amounts as will demand compensation compensate such Lender for such costs or reductions under reduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this paragraph (a) above not for any amounts incurred more than 60 days after the later of (i) such date and (ii) four months prior to the date on which that such Bank shall have become aware Lender notifies the Borrowers of such costs or reductions. (c) Notwithstanding anything herein Lender's intention to claim compensation therefor; and provided further that, if the contrarycircumstances giving rise to such claim have a retroactive effect, (i) all requests, rules, guidelines, requirements then such four-month period shall be extended to include the period of such retroactive effect. This covenant shall survive the termination of this Agreement and directives promulgated by the Bank for International Settlements, payment of the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx Loans and all requests, rules, guidelines, requirements other amounts payable hereunder for nine (9) months following such termination and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementedrepayment.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for in each case Non-Excluded Taxes and Other Taxes, which are covered by Section 2.17, changes in the rate or basis of imposition of tax imposed on or measured by the overall net income of such BankLender, any franchise taxes in lieu of such net income taxes and branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAtaxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Lender any other conditioncondition affecting this Agreement; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower in writing (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided, that the Borrower shall not be required to pay additional amounts to compensate any Lender for (i) any Non-Excluded Taxes or Other Taxes, which are covered by Section 2.17 or (ii) any change in the rate or basis of imposition of applicable taxes imposed on or measured by net income, franchise taxes in lieu of such net income taxes and branch profits taxes. (c) Notwithstanding anything herein to the contrary, the issuance of any rules, regulations or directions under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith after the date of this Agreement shall be deemed to be a change in a Requirement of Law; provided that the protection of this Section 2.16(c) shall be available to each Lender and Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed, so long as it shall be customary for Lenders or Issuing Lenders affected thereby to comply therewith. No Lender or Issuing Lender shall be entitled to compensation under this Section 2.16(c) with respect to any date unless it shall have notified the Borrower that it will demand compensation pursuant to this Section 2.16(c) not more than 90 days after the date on which it shall have become aware of such incurred costs or reductions. Notwithstanding any other provision herein, no Lender or Issuing Lender shall demand compensation pursuant to this Section 2.16(c) if it shall not at the time be the general policy or practice of such Lender or Issuing Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall set forth in reasonable detail the calculation of such amounts and shall be conclusive in the absence of demonstrable manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; , or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay 34 such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Note or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, subsection 6.13 and changes in the rate of tax on the overall net income taxes or franchise taxes (imposed in lieu of net income taxes) of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities 37 32 in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower with respect to such Bank on the Interest Payment Date in respect of each Interest Period Eurodollar Loans shall promptly pay (or cause to be increased by paid to) such Lender such additional amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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, if compliance therewith is a customary banking practice) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Company (on its own behalf or on behalf of Reebok-UK) shall promptly pay (or cause to be paid) to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection 6.12, it shall promptly notify the Company (with a copy to Company, the Administrative AgentAgent and (in the case of a claim under subsection 6.12 (a) only with respect to Eurodollar Loans owing by Reebok-UK) Reebok-UK of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection 6.12 submitted by such Bank Lender to the Company Borrower owing such amounts (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection 6.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof, (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines, or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued or (iii) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor or similar authority), in each case pursuant to Basel III, regardless of the date actually enacted, adopted or issued: (iA) shall subject any Bank Recipient to any tax Tax (except for Non-Excluded Taxes that are indemnified under Section 2.19 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (iiB) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderAdjusted LIBO Rate; or (iiiC) shall impose on such Bank Lender any other similar condition; and the result of any of the foregoing is to increase the cost to such BankRecipient, by an amount which that such Bank Recipient deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans Loans, or to reduce any amount receivable by such Recipient hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Recipient, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Recipient for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Recipient becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower by providing a certificate along with reasonably detailed calculations of such additional amounts (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity adequacy or in the interpretation or application 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) from any Governmental Authority, including compliance with (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines, or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued and (ii) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor or similar authority) pursuant to Basel III, made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower by providing a certificate along with reasonably detailed calculations of such additional amounts (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section 2.18 submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements Notwithstanding anything to the contrary in this Section 2.18, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.18 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor if such Lender knew or could reasonably know of the circumstances giving rise to such additional amounts payable pursuant to this Section 2.18; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.18 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for (A) Non-Excluded Taxes or Other Taxes (which are covered by Section 2.17, changes 2.15) and (B) taxes explicitly excluded from the definition of Non-Excluded Taxes in Section 2.15(a) or described in the rate proviso of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCASection 2.15(a)); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement Change of Law or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Dateshall: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any EurodollarSOFR Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes and Other Taxes covered by Section 2.17, changes in the rate of tax on the overall 2.15 and net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction taxes and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes); (ii) shall impose, modify or hold deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board, as amended and in effect from time to time)), special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, deposits or other liabilities in with or for the account of, advances, loans or other extensions of credit by, extended or any other acquisition of funds participated in by, any office of such Bank which is not otherwise included Lender (except any reserve requirement reflected in the determination of the Eurodollar Rate hereunderRate); or (iii) shall impose on such Bank any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to the Administrative Agent or any such Bank, by an amount which such Bank deems to be material, Lender of making, converting intoto, continuing or maintaining Eurodollar Loans any Loan or of maintaining its obligation to make any such Loan, or to reduce increase the cost to the Administrative Agent or such Lender of participating in, issuing or maintaining any amount receivable hereunder Letter of Credit (or of maintaining its obligation to participate in respect thereofor to issue any Letter of Credit), then, in any such case, the amount of interest payable by the Company or to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any sum received or receivable by the Administrative Agent or such Lender (whether of principal, interest or any other amount) then, upon request of the Administrative Agent or such Lender, the Borrower will promptly pay to the Administrative Agent or such Lender, as the case may be, within 25 days after its request, such additional amount or amounts and would notas will compensate the Administrative Agent or such Lender, in as the judgment case may be, for such additional costs incurred or reduction suffered. (b) If any Lender shall have determined that any Change of Law affecting such Lender or any lending office of such BankLender or such Lender’s holding company, be adverse if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Person’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such Person could have achieved but for such Change of Law (taking into consideration such Lender’s or such Person’s policies with respect to capital adequacy and liquidity), then from time to time, after submission by such Lender to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of a written request therefor, the event by reason Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Person for such reduction. Notwithstanding anything to the contrary in this Section 2.14, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.14 for any amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of which such Xxxxxx’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 90-day period shall be extended to include the period of such retroactive effect not to exceed twelve months. (c) If any Change of Law shall make it has become so entitledunlawful or impossible for any Lender to make or maintain any Eurodollar Loan, such Lender shall immediately notify the Administrative Agent and the Borrower in writing of such circumstance. Upon receipt of such notice, (i) the Borrower’s right to request the making of, conversion to or a new Interest Period for Eurodollar Loans with respect to such Lender shall be terminated, and (ii) the Borrower shall, at the request of such Lender, either (A) pursuant to Section 2.8, convert any such then outstanding Eurodollar Loans of such Lender into ABR Loans, at the end of the current Interest Period for such Eurodollar Loans or (B) immediately repay or convert any such Eurodollar Loans of such Lender if such Lender shall notify the Borrower that such Lender may not lawfully continue to fund and maintain such Eurodollar Loans. Any conversion or prepayment of Eurodollar Loans made pursuant to the preceding sentence prior to the last day of an Interest Period for such Eurodollar Loans shall be deemed a prepayment thereof for purposes of Section 2.16. After any Lender notifies the Administrative Agent and the Borrower of such a circumstance under this Section 2.14(c) and until such Lender notifies the Administrative Agent and the Borrower that it is no longer unlawful or impossible for such Lender to make or maintain a Eurodollar Loan, all Revolving Loans of such Lender shall be ABR Loans. (d) A certificate as to any additional amounts payable pursuant to this Section 2.14 submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable absent manifest error. The agreements in obligations of the Borrower pursuant to this Section 2.14 shall survive for the termination of this Agreement and the payment of the Loans and all other amounts then due and payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If In the event that, at any time after the date hereof, the adoption of any Requirement of Law, or any change in any Requirement of Law therein or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective DateAuthority: (i) does or shall subject any Bank Agent or Lender (or its Lending Office) to any tax on its loansfee of any kind whatsoever with respect to this Amended Agreement, loan principal, letters of credit, commitmentsany Note or any Eurodollar Loans made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in change the rate basis of tax on the overall net income imposition of any such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)fee; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advancesadvances or loans by, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank Lender which is are not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) does or shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender of making, converting intoconverting, continuing renewing or maintaining Eurodollar Loans advances or extensions of credit or to reduce any amount receivable hereunder hereunder, in each case, in respect thereofof its Eurodollar Loans, then, in any such case, the amount of interest payable by the Company Company, shall promptly pay such Lender, on demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased additional cost or reduced amount receivable allocable as determined by such Lender with respect to such Interest Period. Any Bank claiming additional amounts pursuant Eurodollar Loans together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to this Section 2.16 shall use its reasonable efforts the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans. (consistent b) In the event that at any time after the date hereof any Change in Law with internal policy and applicable legal and regulatory restrictions) respect to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would notLender shall, in the judgment opinion of such BankLender, require that any Commitment of such Lender be adverse treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by such Lender or any corporation controlling such Lender, and such Change in Law shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital, as the case may be, as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation, as the case may be, could have achieved but for such Change in Law (taking into account such Lender’s or such corporation’s policies, as the case may be, with respect to capital adequacy), then from time to time following notice by such Lender to the affected Loans or Company of such Change in Law as provided in paragraph (c) of this Section 5.20, within 15 days after demand by such Lender, the Company shall pay to such Bank. Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, for such reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 5.20, it shall promptly notify the Company (with a copy to through the Administrative Agent) , of the event by reason of which it has become so entitled. A certificate as The Company shall not be required to make any payments to any Lender for any additional amounts payable pursuant to this Section 5.20 unless such Lender has given written notice to the Company, through the Administrative Agent, of its intent to request such payments prior to or within 180 days after the date on which such Lender became entitled to claim such amounts. If any Lender has notified the Company through the Administrative Agent of any increased costs pursuant to paragraph (a) of this Section 5.20, the Company at any time thereafter may, upon at least two Business Days’ notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and subject to Section 5.21, prepay or convert into ABR Loans all (but not a part) of the Eurodollar Loans then outstanding. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of paragraph (a) of this Section 5.20 with respect to such Lender, it will, if requested by the Company, and to the extent permitted by law or by the relevant Governmental Authority, endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event (including, without limitation, endeavoring to change its Lending Office); provided, however, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. If any Lender has notified the Company, through the Administrative Agent, of any increased costs pursuant to paragraph (b) of this Section 5.20, the Company at any time thereafter may, upon at least three Business Days’ notice to the Administrative Agent (which shall promptly notify the Lender thereof), and subject to Section 5.21, reduce or terminate the Revolving Credit Commitments in accordance with Section 5.4. (d) A certificate submitted by such Bank Lender, through the Administrative Agent, to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements covenants contained in this Section 5.20 shall survive the termination of this Amended Agreement and the payment repayment of the Loans and all other amounts payable hereunderoutstanding Loans. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (ce) Notwithstanding anything herein to the contrarycontrary herein, (i) all requests, rules, guidelines, requirements and directives promulgated this Section 5.20 shall not apply to any Taxes which shall be governed solely by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implementedSection 5.23.

Requirements of Law. (a) If In the adoption event that any requirement of law or any change in any Requirement of Law therein or in the interpretation or application thereof by the relevant governmental authority to a Lender after the date hereof or compliance by any Bank a Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Dategovernmental authority: (i) does or shall subject any Bank such Lender to any tax of any kind whatsoever with respect to this Agreement or any other Transaction Document or change the basis of taxation of payments to the Lender on its loansaccount of Collections, loan principal, letters of credit, commitments, Interest or any other obligations, or its deposits, reserves, other liabilities or capital attributable thereto amounts payable hereunder (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax excluding taxes imposed on the overall net income income, profits or gains of such BankLender, any branch profits and franchise taxes imposed on such Affected Person, by the United States jurisdiction under the laws of America which such Affected Person is organized or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAa political subdivision thereof);; or (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advancespurchases, advances or loans by, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank Lender which is are not otherwise included in the determination of the Eurodollar Rate or the Base Rate hereunder; or (iii) shall impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender of making, converting into, continuing or maintaining Eurodollar Loans performing its obligations under the relevant Transaction Document or to reduce any amount receivable hereunder in respect thereofhereunder, then, in any such case, the amount of interest payable by the Company Borrower shall pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased additional cost or reduced amount receivable allocable to receivable. All such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, be payable as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledincurred. A certificate from such Lender or the Funding Agent, as to any additional amounts payable pursuant to this Section submitted by such Bank the case may be, to the Company (with a copy to Borrower certifying, in reasonably specific detail, the Administrative Agent) basis for, calculation of, and amount of such additional costs shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Closing Date: (i) shall subject any Bank Lender or the Issuing Lender to any tax on its loans(or any increase in any) Other Connection Taxes with respect to this Agreement or any other Loan Document, loan principal, letters any Letter of credit, commitmentsCredit, or other obligationsany participation in a Letter of Credit or any Loan made or Letter of Credit issued by it, except any such Taxes imposed on or measured by its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch or profits imposed by the United States of America (however denominated) or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCA)in lieu of net income or profits taxes; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunderor an Agreed Rate (as defined in the applicable Alternate Currency Amendment); or (iii) shall impose on such Bank Lender any other conditioncondition (other than with respect to Taxes); and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or the Agreed Rate Loans (or, in the case of clause (i), any Loan, any Letter of Credit, or any participation in a Letter of Credit or any Loan made or Letter of Credit issued by it) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company applicable Borrower shall promptly pay such Lender, promptly following its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company receivable; provided that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, III shall in each case be deemed to be a change in law under this Agreementa Requirement of Law, regardless of the date enacted, adopted, issued or implemented. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the applicable Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application 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) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital or liquidity as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Company (with a copy to the Administrative Agent) of a written request therefor, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) If any Tranche A Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) that, in respect of any particular Alternate Currency, (x) the making or continuance of any Alternate Currency Loan is unlawful, (y) compliance by any Tranche A Lender in good faith with any governmental request (whether or not having the force of law) in respect of the making or continuation of any Alternate Currency Loan or its Tranche A Revolving Commitment in respect thereof is commercially impractical or (z) the making or continuation of any Alternate Currency Loan or its Tranche A Revolving Commitment in respect thereof is impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the applicable interbank market; or (ii) at any time that any Alternate Currency is not available in sufficient amounts to fund any borrowing of Alternate Currency Loans requested pursuant to Section 2.01; then the obligation of such Tranche A Lender to make or maintain Tranche A Loans in such Alternate Currency shall be suspended until such time as such event or circumstance ceases to exist and on the last day of the relevant Interest Period (unless earlier required by applicable law), any outstanding Loans of such Tranche A Lender in such Alternate Currency shall be repaid; provided that the Company (on its own behalf or on behalf of any other Borrower) may elect in connection with any such required repayment of any such Loan or any future borrowing of Tranche A Revolving Loans thereof in such Alternate Currency, to require such Tranche A Lender to fund a Tranche A Revolving Loan in a different currency. In the event of any such election by the Company (A) any request that the affected Tranche A Lender fund a Tranche A Revolving Loan in a different currency shall be made by notice to the Administrative Agent, within the time period required for a borrowing in such currency pursuant to Section 2.2, and shall specify the currency of such Tranche A Revolving Loan, (B) the currency of such Tranche A Revolving Loan shall be a currency (other than the affected Alternate Currency) in which Tranche A Revolving Loans are permitted to be borrowed under this Agreement, (C) the amount of such Tranche A Revolving Loan shall be equivalent to the amount of the Tranche A Revolving Loan that such Tranche A Lender would have made or maintained in the affected Alternate Currency if such Tranche A Lender had been able to make or maintain its Tranche A Revolving Loan in such Alternate Currency (as determined by the Administrative Agent based on prevailing spot exchange rates), (D) such Tranche A Revolving Loan shall be considered to be part of the same borrowing as the Tranche A Revolving Loans of other Tranche A Lenders in the affected Alternate Currency, including with respect to Interest Periods, conversions and prepayments and (E) the obligation of such Tranche A Lender to make any such Tranche A Revolving Loan shall be subject to the conditions set forth in Section 5.2. (d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the applicable Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Company of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Company pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law (other than the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Banks) or in the interpretation or application thereof or compliance by any Bank or Issuing Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date:date hereof: 2005 Arrow Electronics Credit Agreement (i) shall subject any Bank or Issuing Bank or any corporation controlling such Bank or from which such Bank obtains funding or credit to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principal, letters any Letter of credit, commitmentsCredit or any Eurocurrency Loan or Local Currency Loan made by it, or other obligations, change the basis of taxation of payments to such Bank or its deposits, reserves, other liabilities or capital attributable thereto such corporation in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, subsection 7.6 (including taxes excluded under the first sentence of subsection 7.6(a)) and changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America Bank or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAIssuing Bank or such corporation); (ii) shall impose, modify or hold applicable any reserve, special deposit, deposit insurance, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank or Issuing Bank or any corporation controlling such Bank or Issuing Bank or from which such Bank obtains funding or credit which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunderhereunder or the interest rate on such Local Currency Loans under the relevant Local Currency Facility; or (iii) shall impose on such Bank or Issuing Bank or any corporation controlling such Bank any other condition; and the result of any of the foregoing is to increase the cost to such BankBank or Issuing Bank or such corporation, by an amount which such Bank or Issuing Bank or such corporation deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or Local Currency Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company to shall promptly pay such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by or Issuing Bank, within five Business Days after its demand, any additional amounts necessary to compensate such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such or Issuing Bank for such increased cost or reduced amount receivable allocable to receivable, together with interest on each such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by amount from the Company date due until payment in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse full at a rate per annum equal to the affected Loans or to such BankABR plus 2%. If any Bank or Issuing Bank becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company (with a copy to Company, through the Administrative Agent) , of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank or Issuing Bank, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of Loans and all other amounts payable hereunder. (b) If any Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Bank's or Issuing Bank or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing Bank or such corporation could have achieved but for such change or compliance (taking into consideration such Bank's or Issuing Bank or such corporation's policies with respect to capital adequacy) by an amount deemed by such Bank or Issuing Bank to 2005 Arrow Electronics Credit Agreement be material, then from time to time, after submission by such Bank or Issuing Bank to the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of demonstrable manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank for such reduction. (c) In addition to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs (a) and (b) of this subsection 7.5, each Borrower agrees to pay to each Bank which requests compensation under this paragraph (c) by notice to such Borrower, on the last day of each Interest Period with respect to any Committed Rate Eurocurrency Loan made by such Bank to such Borrower, at any time when such Bank shall be required to maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board (or, at any time when such Bank may be required by the Board or by any other Governmental Authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which the Eurocurrency Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Bank which includes any such Committed Rate Eurocurrency Loans), an additional amount (determined by such Bank's calculation or, if an accurate calculation is impracticable, reasonable estimate using such reasonable means of allocation as such Bank shall determine) equal to the actual costs, if any, incurred by such Bank during such Interest Period as a result of the applicability of the foregoing reserves to such Committed Rate Eurocurrency Loans. (d) A certificate of each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank setting forth such amount or amounts as shall be necessary to compensate such Bank, Issuing Bank, Swing Line Bank or Local Currency Bank as specified in paragraph (a), (b) or (c) above, as the case may be, and setting forth in reasonable detail an explanation of the basis of requesting such compensation in accordance with paragraph (a), (b) or (c) above, including calculations in detail comparable to the detail set forth in certificates delivered to such Bank in similar circumstances under comparable provisions of other comparable credit agreements, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same. (e) Failure or delay on the part of any Bank or the Issuing Bank to demand compensation pursuant to this subsection shall not constitute a waiver of such Bank's or the Issuing Bank's right to demand such compensation; provided that the Company shall not be required to compensate a Bank or the Issuing Bank pursuant to this subsection for any increased costs or reductions incurred more than six months prior to the date that such Bank or the Issuing Bank, as the case may be, notifies the Company of the event giving rise to such increased costs or reductions and of such Bank's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. 2005 Arrow Electronics Credit Agreement (f) Notwithstanding the foregoing provisions of this subsection, a Bank shall not be entitled to compensation pursuant to this subsection in respect of any Competitive Advance Loan if the event that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Advance Loan Offer pursuant to which such Loan was made. (g) The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 2.20 and changes in the rate of tax or taxes on the overall net income of such Bank, any branch profits imposed Lender by the United States jurisdiction under the laws of America which such Lender is organized or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAin which such Lender has its principal office or the applicable lending office); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable by such Lender hereunder in respect thereof, then, in any such case, the amount of interest payable by Borrower shall promptly pay such Lender, upon its written demand (which shall include the Company certificate described in Section 2.19(c)), any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender on an after-tax basis for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which shall include the certificate described in Section 2.19(c)), the Borrower shall pay to such Lender within 15 days of receipt of such notice such additional amount or amounts as will compensate such Lender on an after-tax basis for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) with reasonable detail demonstrating how such amounts were derived shall be conclusive in the absence of demonstrable manifest error. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (ai) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date of this Agreement shall make it unlawful for Purchaser (A) to enter into Transactions, then any commitment of Purchaser, as applicable, hereunder to enter into new Transactions shall forthwith be canceled or (B) to maintain or continue Transactions, then a Repurchase Date shall occur for all Transactions on the next Remittance Date or on such earlier date as may be required by law. If any termination of a Transaction shall occur in accordance with subclause (B) of the preceding sentence, Seller shall pay to Purchaser, as applicable, such amounts, if any, as may be required pursuant to Article 3(f). (ii) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by any Bank Purchaser with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Purchaser made subsequent to the Restatement Effective Datedate hereof: (iA) shall subject any Bank Purchaser to any tax Tax (other than (A) Covered Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Covered Taxes, (C) Other Taxes, and (D) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (iiB) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Purchaser that is not otherwise included in the determination of the Eurodollar Rate Benchmark hereunder; or (iiiC) shall impose on such Bank Purchaser any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such BankPurchaser, by an amount which such Bank deems that Purchaser deems, in the exercise of its reasonable business judgment, to be material, of making, converting entering into, continuing or maintaining Eurodollar Loans Transactions or to reduce any amount receivable hereunder under the Transaction Documents in respect thereof, ; then, in any provided Purchaser imposes such case, the amount additional amounts generally on all of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowerscustomers, Sellers shall pay Purchaser, within ten (10) as will Business Days after its receipt of the written demand described in clause (iv) below from Purchaser, any additional amounts necessary to compensate such Bank Purchaser for such increased cost or reduced amount receivable allocable receivable, in each case, in the amount specified on the notice provided in accordance with clause (iv) below. This covenant shall survive the termination of this Agreement and the repurchase by each Seller of any or all of the Purchased Assets. (iii) If Purchaser shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Purchaser or any corporation controlling Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof has the effect of reducing the rate of return on Purchaser’s or such Interest Period. Any Bank claiming additional amounts pursuant corporation’s capital as a consequence of its obligations hereunder to this Section 2.16 shall use a level below that which Purchaser or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Purchaser’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Purchaser, in the exercise of its reasonable efforts (consistent with internal policy business judgment, to be material, then from time to time, after submission by Purchaser to Seller of a written request therefor, and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any provided Purchaser imposes such additional amounts generally on all of its similarly situated customers, Sellers shall promptly pay to Purchaser such additional amount or amounts as will compensate Purchaser for such reduction. This covenant shall survive the termination of this Agreement and would not, in the judgment repurchase by each Seller of such Bank, be adverse to any or all of the affected Loans or to such Bank. Purchased Assets. (iv) If any Bank Purchaser becomes entitled to claim any additional amounts amount pursuant to this Sectionclauses (ii) or (iii) above, Purchaser shall, within ten (10) Business Days after becoming aware that it shall promptly is so entitled, notify the Company (with a copy to the Administrative Agent) of Sellers in writing specifying the event by reason of which it has become so entitled. A certificate as to entitled and setting forth the calculation of any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) amount, which calculation shall be conclusive in the absence evidence of demonstrable any such amount absent manifest error. The agreements in this Section Notwithstanding anything herein to the contrary, Sellers shall not be required to compensate Purchaser pursuant to clauses (ii) and (iii) above for any increased costs incurred or reductions suffered more than nine months prior to the date that such Purchaser notifies the Sellers of its entitlement to claim any amount pursuant to clauses (ii) or (iii) above and of such Purchaser’s intention to claim compensation therefor. This covenant shall survive the termination of this Agreement and the payment repurchase by each Seller of any or all of the Loans and all other amounts payable hereunderPurchased Assets. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change Change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date: : (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 2.16 and changes in the rate of tax on the overall net income or franchise taxes or branch profit taxes of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); ; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of Term SOFR or the Eurodollar Rate hereunderAdjusted Eurocurrency Rate; or or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which that such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in (b) If any Lender shall have determined that any Change in Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such case, Lender with any request or directive regarding capital adequacy (whether or not having the amount force of interest payable by law) from any Governmental Authority made subsequent to the Company to Effective Date shall have the effect of reducing the rate of return on such Bank on the Interest Payment Date Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of each Interest Period shall be increased any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such amount (as determined in good faith Lender to be material, then from time to time, after submission by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse Lender to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of a written request therefor, the event by reason of which it has become so entitled. A certificate Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided that the Borrower shall not be required to compensate any additional amounts payable Lender pursuant to this Section submitted by such Bank paragraph for any amounts incurred more than 180 days prior to the Company (with date that such Xxxxxx notifies the Borrower of such Xxxxxx’s intention to claim compensation therefor; provided, further, that if the circumstances giving rise to such claim have a copy to the Administrative Agent) retroactive effect, then such 180-day period shall be conclusive in extended to include the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware period of such costs or reductionsretroactive effect. (c) Notwithstanding anything herein If any Governmental Authority of the jurisdiction of any Foreign Currency (or any other jurisdiction in which the funding operations of any Multicurrency Lender shall be conducted with respect to such Foreign Currency) shall have in effect any reserve, liquid asset or similar requirement with respect to any category of deposits or liabilities customarily used to fund loans in such Foreign Currency, or by reference to which interest rates applicable to loans in such Foreign Currency are determined, and the result of such requirement shall be to increase the cost to such Multicurrency Lender of making or maintaining any Multicurrency Revolving Loan in such Foreign Currency, and such Multicurrency Lender shall deliver to the contraryBorrower and the relevant Foreign Subsidiary Borrower a notice requesting compensation under this paragraph, then the Borrower or relevant Foreign Subsidiary Borrower will pay to such Multicurrency Lender on each Interest Payment Date with respect to each affected Multicurrency Revolving Loan, an amount that will compensate such Multicurrency Lender, for such additional cost; provided that the Borrower and the relevant Foreign Subsidiary Borrower shall not be required to compensate a Multicurrency Lender pursuant to this paragraph for any amounts incurred more than 180 days prior to the date that such Multicurrency Lender notifies the Borrower and the relevant Foreign Subsidiary Borrower of such Multicurrency Lender’s intention to claim compensation therefor; provided, further, that if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. (d) Notwithstanding any other provision of this Agreement, if, (i) (A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any Change in Law or (C) compliance by any Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Lender to make or maintain any Revolving Loan of any Type, or to give effect to its obligations as contemplated hereby with respect to any Revolving Loan of any Type, or (ii) there shall have occurred (e) For purposes of Section 2.15(d), a notice to Borrower or the relevant Foreign Subsidiary Borrower by any Lender shall be effective as to each Revolving Loan of such Type made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Revolving Loan; in all requests, rules, guidelines, requirements and directives promulgated other cases such notice shall be effective on the date of receipt thereof by the Bank for International SettlementsBorrower or relevant Foreign Subsidiary Borrower. (f) The Borrower shall pay, without duplication of any amounts covered by Section 2.15(a)(ii), to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including funds or deposits, additional interest on the Basel Committee on Banking Supervision unpaid principal amount of each Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (or any successor or similar authority) or as determined by United States or foreign regulatory authoritiessuch Lender in good faith, in each case pursuant to Basel IIIwhich determination shall be conclusive), and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder as long as such Lender shall be required to comply with any reserve ratio requirement or issued analogous requirement of any central banking or financial regulatory authority imposed in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless respect of the date enactedmaintenance of the Commitments or the funding of the Loans, adoptedsuch additional costs (expressed as a percentage per annum and rounded upwards, issued if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or implemented.Loan by such Lender (as determined by such Lender in

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or the compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loansLoans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold deem applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, deposits or other liabilities in with or for the account of, advances, loans of or other extensions of credit by, extended or any other acquisition of funds participated in by, any office of such Bank which is not otherwise included Lender (except any reserve requirement reflected in the determination of the Eurodollar Rate hereunderRate); or (iii) shall impose on such Bank any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which Lender or such Bank deems to be material, other Recipient of making, converting intoto, continuing or maintaining Loans determined with reference to the Eurodollar Loans Rate or of maintaining its obligation to make such Loans, or to increase the cost to such Lender or such other Recipient of issuing or participating in Letters of Credit, or to reduce any amount receivable or received by such Lender or other Recipient hereunder in respect thereofthereof (whether in respect of principal, interest or any other amount), then, in any such case, upon the amount request of interest payable by such Lender or other Recipient, the Company Borrower shall promptly pay such Lender or other Recipient, as the case may be, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or other Recipient, as the case may be, for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of Amended and Restated Credit Agreement 33 credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; , or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of, taking effect of or any change in any Requirement of Law or in the administration, interpretation or application thereof or compliance by any Bank Lender or Issuing Lender with any request request, guideline or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date:date hereof (and, for purposes of this Agreement, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof): (i) shall subject any Bank Lender or Issuing Lender to any tax on its loans, loan principal, letters of credit, commitments, or any kind whatsoever (other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for than Non-Excluded Taxes covered and Other Taxes which shall be governed by Section 2.174.10, taxes arising under FATCA (as defined in Section 4.10(a)(iii)), Taxes imposed as a result of such Lender’s or Issuing Lender’s failure to provide the forms described in Section 4.10(d) or (e), as applicable, and changes in the rate of tax on the overall net income of such BankLender or Issuing Lender) solely with respect to this Agreement, any branch profits imposed by the United States Letter of America Credit, any participation in a Letter of Credit, any Application or any similar tax imposed Eurodollar Loan made by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)it, or change the basis of taxation of payments to such Lender or Issuing Lender in respect thereof ; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems Lender or Issuing Lender (without regard to be material, Taxes) of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereofthereof (whether of principal, interest or any other amount), then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or Issuing Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. . (b) If any Lender or Issuing Lender shall have determined that the adoption of, taking effect of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (and, for purposes of this Agreement, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith are deemed to have gone into effect and adopted subsequent to the date hereof) shall have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy), then from time to time, after submission by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such corporation for such reduction. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender or Issuing Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than one hundred and eighty (180) days prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such one hundred and eighty (180) day period shall be extended to include the period of such retroactive effect. The agreements in obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. . The Borrower shall pay the Lender or Issuing Lender, as the case may be, the amount shown as due on any certificate referred to above within ten (b10) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductionsreceipt thereof. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date hereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany L/C Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17subsection 4.13, changes in the rate or computation of tax on the overall net income of such BankLender, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding franchise taxes imposed under FATCAin lieu of net income taxes and doing business taxes); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; , or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderreceivable. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (axi) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender or other Credit Party with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority (any such occurrence, a “Change in Law”) made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Credit Party to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any EurodollarTerm Benchmark Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or Issuing Lender in respect thereof, or its deposits, reserves, other liabilities or capital attributable thereto (in each case except for Non-Excluded Taxes covered by Section 2.17, changes 3.9 and taxes described in the rate any of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCASection 3.9(a)(i) through (iv); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderEurodollarAdjusted Term SOFR Rate; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender (or, in the case of (i), to such Lender or Issuing Lender), by an amount which that such Bank Lender (or, in the case of (i), such Lender or Issuing Lender) deems to be material, of making, converting into, continuing or maintaining Eurodollar EurodollarTerm Benchmark Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount Borrower shall promptly pay such Lender (or, in the case of interest payable by the Company (i), such Lender or Issuing Lender), upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender (or, in the case of (i), such Lender or Issuing Lender), for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority Authority, in each case made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Note, letters any Letter of creditCredit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17as defined in subsection 5.10, changes in the rate of tax on the overall net income of such BankLender and taxes imposed as a result of any future, any branch profits imposed by present or former connection between the United States Lender and the jurisdiction of America the Governmental Authority imposing such tax or any similar tax imposed by political subdivision or taxing authority thereof or therein (other than any other jurisdiction and such connection arising solely from the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any United States federal withholding taxes imposed under FATCANote)); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable Borrower shall, within 10 Business Days after receipt by the Company Borrower of such Lender's written demand (with a copy to the Agent), pay such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by Lender such additional amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender has demanded compensation under this subsection 5.9(a) with respect to any Eurodollar Loan, the Borrower shall have the option to convert immediately such Eurodollar Loan into an ABR Loan until the circumstances giving rise to such demand for compensation no longer apply; PROVIDED, that (i) no such conversion shall affect the Borrower's obligation to pay compensation as provided herein which is due with respect to the period prior to such conversion and (ii) on the date of such conversion the Borrower shall pay to the Agent for the benefit of the relevant Lender accrued interest on such Eurodollar Loan to the date of conversion, together with any amounts payable pursuant to subsection 5.11. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority, in each case made subsequent to the date hereof, shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 10 Business Days after receipt by the Borrower of such Lender's written demand (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection 5.9(a) or (b), it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The Borrower shall not be obligated to compensate any Lender pursuant to this subsection 5.9 for amounts accruing prior to the date which is 180 days before such Lender notifies the Borrower of such event, PROVIDED that such notice need not include a computation of amounts in respect thereof. The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof THEREOF or compliance by any Bank Lender with any request or directive (whether or not having the force of law, but with which similarly-situated entities generally comply) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principal, letters any Letter of credit, commitmentsCredit or any LIBOR Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 4.12 and changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderLIBOR Rate; or (iii) shall impose on such Bank Lender any other condition, the cost of which is not otherwise included in the determination of the LIBOR Rate; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar LIBOR Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender on an after-tax basis for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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, but with which similarly-situated entities generally comply) from any Governmental Authority made subsequent to the date such Lender becomes a party hereto shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender on an after-tax basis for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company Borrower (with a copy to the General Administrative Agent) Agent of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank Lender to the Company Borrower (with a copy to the General Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section shall survive the termination of this Agreement and Agreement, the payment of the Loans Loans, and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes NAI-1513061749v11 30 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or participations therein) by, or any other acquisition of funds by, any office of such Bank which Person that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Bank Person any other conditioncondition (other than any Taxes); and the result of any of the foregoing is to increase the cost to such BankPerson, by an amount which that such Bank Person deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or participating in Swing Line Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount Borrower shall pay such Person, within thirty (30) days of interest payable by the Company its request, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Person for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank such Person becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it such Person shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it such Person has become so entitled. A . (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirement or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirement (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity requirement) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender, within thirty (30) days of such request, such additional amount or amounts as will compensate such Lender or such corporation for such reduction. (c) Any such request by a Person shall be accompanied with a certificate as to any additional amounts payable pursuant to this Section submitted by such Bank any Lender to the Company Borrower (with a copy to the Administrative Agent) setting forth in reasonable detail the basis and calculation of such amount which certificate shall be conclusive in the absence of demonstrable manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate any Person pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Person notifies the Borrower of such Person’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect. The agreements in NAI-1513061749v11 31 obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law (other than the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Banks) or in the interpretation or application thereof or compliance by any Bank or Issuing Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall Shall subject any Bank or Issuing Bank or any corporation controlling such Bank or from which such Bank obtains funding or credit to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principal, letters any Letter of credit, commitmentsCredit or any Eurocurrency Loan or Local Currency Loan made by it, or other obligations, change the basis of taxation of payments to such Bank or its deposits, reserves, other liabilities or capital attributable thereto such corporation in respect thereof (except for (A) Non-Excluded Taxes covered by Section 2.17subsection 8.6, (B) taxes excluded under the first sentence of subsection 8.6(a) and (C) changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America Bank or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAIssuing Bank or such corporation); (ii) shall impose, modify or hold applicable any reserve, special deposit, deposit insurance, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank or Issuing Bank or any corporation controlling such Bank or Issuing Bank or from which such Bank obtains funding or credit which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunderhereunder or the interest rate on such Local Currency Loans under the relevant Local Currency Facility; or (iii) shall impose on such Bank or Issuing Bank or any corporation controlling such Bank any other condition; and the result of any of the foregoing is to increase the cost to such BankBank or Issuing Bank or such corporation, by an amount which such Bank or Issuing Bank or such corporation deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or Local Currency Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company to shall promptly pay such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by or Issuing Bank, within five Business Days after its demand, any additional amounts necessary to compensate such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such or Issuing Bank for such increased cost or reduced amount receivable allocable to receivable, together with interest on each such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by amount from the Company date due until payment in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse full at a rate per annum equal to the affected Loans or to such BankABR plus 2%. If any Bank or Issuing Bank becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company (with a copy to Company, through the Administrative Agent) , of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank or Issuing Bank, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of Loans and all other amounts payable hereunder. (b) If any Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Bank’s or Issuing Bank or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing Bank or such corporation could have achieved but for such change or compliance (taking into consideration such Bank’s or Issuing Bank or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Bank or Issuing Bank to be material, then from time to time, after submission by such Bank or Issuing Bank to the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of demonstrable manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank for such reduction. (c) In addition to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs (a) and (b) of this subsection 8.5, each Borrower agrees to pay to each Bank which requests compensation under this paragraph (c) by notice to such Borrower, on the last day of each Interest Period with respect to any Committed Rate Eurocurrency Loan made by such Bank to such Borrower, at any time when such Bank shall be required to maintain reserves against “Eurocurrency liabilities” under Regulation D of the Board (or, at any time when such Bank may be required by the Board or by any other Governmental Authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which the Eurocurrency Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Bank which includes any such Committed Rate Eurocurrency Loans), an additional amount (determined by such Bank’s calculation or, if an accurate calculation is impracticable, reasonable estimate using such reasonable means of allocation as such Bank shall determine) equal to the actual costs, if any, incurred by such Bank during such Interest Period as a result of the applicability of the foregoing reserves to such Committed Rate Eurocurrency Loans. (d) A certificate of each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank setting forth such amount or amounts as shall be necessary to compensate such Bank, Issuing Bank, Swing Line Bank or Local Currency Bank as specified in paragraph (a), (b) or (c) above, as the case may be, and setting forth in reasonable detail an explanation of the basis of requesting such compensation in accordance with paragraph (a), (b) or (c) above, including calculations in detail comparable to the detail set forth in certificates delivered to such Bank in similar circumstances under comparable provisions of other comparable credit agreements, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same. (e) Failure or delay on the part of any Bank or the Issuing Bank to demand compensation pursuant to this subsection shall not constitute a waiver of such Bank’s or the Issuing Bank’s right to demand such compensation; provided that the Company shall not be required to compensate a Bank or the Issuing Bank pursuant to this subsection for any increased costs or reductions incurred more than six months prior to the date that such Bank or the Issuing Bank, as the case may be, notifies the Company of the event giving rise to such increased costs or reductions and of such Bank’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. (f) Notwithstanding the foregoing provisions of this subsection, a Bank shall not be entitled to compensation pursuant to this subsection in respect of any Competitive Advance Loan if the event that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Advance Loan Offer pursuant to which such Loan was made. (g) The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (ch) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementany Requirement of Law, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof thereof, or compliance by any Bank Lender or the Administrative Agent with any request or directive (whether or not having the force of law) law from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate such Lender or the Administrative Agent, as applicable, becomes a party hereto: (i) shall subject any Bank Lender or the Administrative Agent to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principalany Letter of Credit, letters of credit, commitmentsany Application or any Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, (A) changes in the rate of tax on the overall net income of such Banktaxes, any capital taxes, branch profits taxes, franchise taxes (imposed by in lieu of income taxes) and net worth taxes (imposed in lieu of income taxes) and (B) Non-Excluded Taxes imposed on amounts payable hereunder, Other Taxes and Excluded Taxes, provided, that this provision shall not affect any obligation of the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed Borrower under FATCASection 4.10); (ii) shall impose, modify or hold applicable any reserve, liquidity requirements, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender or the Administrative Agent, by an amount which that such Bank Lender or the Administrative Agent, as applicable, reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount Borrower shall promptly pay such Lender or the Administrative Agent, upon its written demand (accompanied by a certificate of interest payable by the Company type described in clause (c) below), any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or the Administrative Agent for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or the Administrative Agent becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law (other than the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Banks) or in the interpretation or application thereof or compliance by any Bank or Issuing Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank or Issuing Bank or any corporation controlling such Bank or from which such Bank obtains funding or credit to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principal, letters any Letter of credit, commitmentsCredit or any Eurocurrency Loan or Local Currency Loan made by it, or other obligations, change the basis of taxation of payments to such Bank or its deposits, reserves, other liabilities or capital attributable thereto such corporation in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, subsection 7.6 (including taxes Arrow Electronics Credit Agreement excluded under the first sentence of subsection 7.6(a)) and changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America Bank or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAIssuing Bank or such corporation); (ii) shall impose, modify or hold applicable any reserve, special deposit, deposit insurance, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank or Issuing Bank or any corporation controlling such Bank or Issuing Bank or from which such Bank obtains funding or credit which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunderhereunder or the interest rate on such Local Currency Loans under the relevant Local Currency Facility; or (iii) shall impose on such Bank or Issuing Bank or any corporation controlling such Bank any other condition; and the result of any of the foregoing is to increase the cost to such BankBank or Issuing Bank or such corporation, by an amount which such Bank or Issuing Bank or such corporation deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or Local Currency Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company to shall promptly pay such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by or Issuing Bank, within five Business Days after its demand, any additional amounts necessary to compensate such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such or Issuing Bank for such increased cost or reduced amount receivable allocable to receivable, together with interest on each such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by amount from the Company date due until payment in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse full at a rate per annum equal to the affected Loans or to such BankABR plus 2%. If any Bank or Issuing Bank becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company (with a copy to Company, through the Administrative Agent) , of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank or Issuing Bank, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of Loans and all other amounts payable hereunder. (b) If any Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Bank's or Issuing Bank or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing Bank or such corporation could have achieved but for such change or compliance (taking into consideration such Bank's or Issuing Bank or such corporation's policies with respect to capital adequacy) by an amount deemed by such Bank or Issuing Bank to be material, then from time to time, after submission by such Bank or Issuing Bank to the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of demonstrable manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank for such reduction. Arrow Electronics Credit Agreement (c) In addition to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs (a) and (b) of this subsection 7.5, each Borrower agrees to pay to each Bank which requests compensation under this paragraph (c) by notice to such Borrower, on the last day of each Interest Period with respect to any Committed Rate Eurocurrency Loan made by such Bank to such Borrower, at any time when such Bank shall be required to maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board (or, at any time when such Bank may be required by the Board or by any other Governmental Authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which the Eurocurrency Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Bank which includes any such Committed Rate Eurocurrency Loans), an additional amount (determined by such Bank's calculation or, if an accurate calculation is impracticable, reasonable estimate using such reasonable means of allocation as such Bank shall determine) equal to the actual costs, if any, incurred by such Bank during such Interest Period as a result of the applicability of the foregoing reserves to such Committed Rate Eurocurrency Loans. (d) A certificate of each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank setting forth such amount or amounts as shall be necessary to compensate such Bank, Issuing Bank, Swing Line Bank or Local Currency Bank as specified in paragraph (a), (b) or (c) above, as the case may be, and setting forth in reasonable detail an explanation of the basis of requesting such compensation in accordance with paragraph (a), (b) or (c) above, including calculations in detail comparable to the detail set forth in certificates delivered to such Bank in similar circumstances under comparable provisions of other comparable credit agreements, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same. (e) Failure or delay on the part of any Bank or the Issuing Bank to demand compensation pursuant to this subsection shall not constitute a waiver of such Bank's or the Issuing Bank's right to demand such compensation; provided that the Company shall not be required to compensate a Bank or the Issuing Bank pursuant to this subsection for any increased costs or reductions incurred more than six months prior to the date that such Bank or the Issuing Bank, as the case may be, notifies the Company of the event giving rise to such increased costs or reductions and of such Bank's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. (f) Notwithstanding the foregoing provisions of this subsection, a Bank shall not be entitled to compensation pursuant to this subsection in respect of any Competitive Advance Loan if the event that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Advance Loan Offer pursuant to which such Loan was made. Arrow Electronics Credit Agreement (g) The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank the Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to enacted or promulgated after the Restatement Effective Date: date hereof shall (i) shall subject any Bank the Lender to any tax on its loansTax, loan principal, letters duty or other charge of credit, commitmentsany kind whatsoever with respect to this Agreement or the Loan, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to the Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCAIncome Taxes); ; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan reserve or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit byby or commitments of, or any other acquisition of funds by, any office of such Bank which is not otherwise included in the determination of the Eurodollar Rate hereunderLender; or or (iii) shall impose on such Bank the Lender any other conditioncondition (except relating to Non-Excluded Taxes and Income Taxes); and the result of any of the foregoing (i) through (iii) is to increase the cost to such Bankthe Lender, by an amount which such Bank the Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans the Loan, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by Borrower shall promptly pay the Company Lender, upon its demand therefor, any additional amounts necessary to such Bank on compensate the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts receivable. (consistent with internal policy and applicable legal and regulatory restrictionsb) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 2.6 submitted by such Bank the Lender to the Company (with a copy to the Administrative Agent) Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in obligations of the Borrower pursuant to this Section 2.6 shall survive the termination of this Agreement and the payment of the Loans Loan and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender, the Administrative Agent with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date: (i) does or shall subject any Bank Lender or the Administrative Agent to any tax Taxes (other than (x) Non-Excluded Taxes, (y) Taxes described in clauses (ii) through (iv) of the definition of Non-Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderEurocurrency Rate; or (iii) does or shall impose on such Bank Lender any other condition, cost or expense (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender or the Administrative Agent of making, converting Converting into, continuing Continuing or maintaining Eurodollar Loans this Agreement or any other Loan Document, any Loan or issuing, providing and maintaining any Letter of Credit or holding an interest in any Issuing Lender’s obligations thereunder, or to reduce any amount receivable hereunder by the Lender or the Administrative Agent in respect thereof, then the Lender or the Administrative Agent shall use reasonable efforts to designate a different Applicable Lending Office for funding or booking Loans or issuing Letters of Credit if, in the judgment of such Lender or the Administrative Agent, as applicable, such designation (x) would eliminate or reduce amounts payable pursuant to this Section 4.10 or eliminate the need to provide the notice specified in clause (c) of this Section 4.10 and (y) would not subject such Lender or the Administrative Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Administrative Agent; then, in any such case, and to the extent that such cost is not fully compensated for by an adjustment to the Eurocurrency Rate, the Base Rate, the Prime Rate or any fee on a Letter of Credit or mitigated pursuant to a change in such Lender’s Applicable Lending Office, the Borrowers shall promptly, after receiving notice as specified in clause (c) of this Section 4.10, pay such Lender or the Administrative Agent, as applicable, such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender or the Administrative Agent for such increased cost or reduced amount receivable allocable on a net after-Tax basis. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the Restatement Effective Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, the Borrowers shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction on a net after-Tax basis. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 4.10, it shall promptly notify the Company U.S. Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate prepared in good faith as to any additional amounts payable pursuant to this Section 4.10 submitted by such Bank Lender to the Company U.S. Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section 4.10 shall survive the termination of this Agreement and the payment of the Loans Loans, Reimbursement Obligations and all other amounts payable hereunder. (b) . No Bank Lender shall be entitled to claim any compensation additional amounts pursuant to Section 4.10(a) and (b) for circumstances which occurred more than 180 days prior to the date such Lender makes a request for payment hereunder. (d) It is agreed and understood that, for all purposes under this Agreement (including for purposes of this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company 4.10 and Section 4.11) that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith on in implementation thereof and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States States, Canadian (including the Office of the Superintendent of Financial Institutions) or other foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a an adoption or change in law under this Agreementa Requirement of Law made subsequent to the Restatement Effective Date, regardless of the date enacted, adopted, issued implemented or implementedissued.

Requirements of Law. (a) If In the adoption of event that any law, regulation or directive or any change in any Requirement of Law therein or in the interpretation or application thereof or compliance by any Lender or the Issuing Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Dategovernmental authority, agency or instrumentality: (ia) does or shall subject any Lender or the Issuing Bank to any tax on its loansof any kind whatsoever with respect to this Agreement, loan any Note or any Loan made hereunder, or any Letter of Credit issued hereunder, or change the basis of taxation of payments to any Lender or the Issuing Bank of principal, letters of creditfee, commitmentscommission, interest or any other obligations, or its deposits, reserves, other liabilities or capital attributable thereto amount payable hereunder (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Lender or the Issuing Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA); (iib) does or shall impose, modify or hold applicable any reserve, assessment rate, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advancesadvances or loans by, loans Letters of Credit issued by, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Bank which is not otherwise included in any Lender or the determination of the Eurodollar Rate hereunder; orIssuing Bank; (iiic) does or shall impose on such any Lender or the Issuing Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bankany Lender or the Issuing Bank of maintaining its Revolving Commitment or the LIBO Rate Loans, by an amount which such Bank deems to be materialor of issuing, of making, converting into, continuing renewing or maintaining Eurodollar Loans the Letters of Credit or purchasing a participation therein, or to reduce any amount receivable hereunder in respect thereofthereunder (which increase or reduction shall be determined by such Lender's or the Issuing Bank's, as the case may be, reasonable allocation of the aggregate of such cost increases or reduced amounts receivable resulting from such events), then, in any such case, the amount of interest payable by the Company Borrower shall pay to such Bank on Lender or the Interest Payment Date in respect Issuing Bank, as the case may be, within three (3) Business Days of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender or the Issuing Bank, as the case may be, for such increased additional cost or reduced amount receivable allocable to as determined by such Interest Period. Any Bank claiming additional amounts pursuant Lender or the Issuing Bank, as the case may be, with respect to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such BankAgreement. If any Lender or the Issuing Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) Borrower of the event by reason of which it has become so entitled. A certificate statement incorporating the calculation as to any additional amounts payable pursuant to this Section the foregoing sentence submitted by such Bank the affected Lender or the Issuing Bank, as the case may be, to the Company (with a copy to the Administrative Agent) Borrower shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender, the Administrative Agent with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date: : (i) does or shall subject any Bank Lender or the Administrative Agent to any tax Taxes (other than (x) Non-Excluded Taxes, (y) Taxes described in clauses (ii) through (iv) of the definition of Non-Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA); thereto; (ii) does or shall impose, modify or hold applicable any reservereserve (including pursuant to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank which is not otherwise included in the determination of the Eurodollar Rate hereunderLender; or or (iii) does or shall impose on such Bank Lender any other condition, cost or expense (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender or the Administrative Agent of making, converting Converting into, continuing Continuing or maintaining Eurodollar Loans this Agreement or any other Loan Document, any Loan or issuing, providing and maintaining any Letter of Credit or holding an interest in any Issuing Lender’s obligations thereunder, or to reduce any amount receivable hereunder by the Lender or the Administrative Agent in respect thereof, then the Lender or the Administrative Agent shall use reasonable efforts to designate a different Applicable Lending Office for funding or booking Loans or issuing Letters of Credit if, in the judgment of such Lender or the Administrative Agent, as applicable, such designation (x) would eliminate or reduce amounts payable pursuant to this Section 4.10 or eliminate the need to provide the notice specified in clause (c) of this Section 4.10 and (y) would not subject such Lender or the Administrative Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Administrative Agent; then, in any such case, and to the amount extent that such cost is not fully compensated for by an adjustment to any fee on a Letter of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for such increased cost Credit or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts mitigated pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.such Lender’s Applicable

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to Administrative Agent’s or any Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Administrative Agent or any Bank Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Buyer or Administrative Agent to any tax on its loans, loan principal, letters Tax or increased Tax of credit, commitments, any kind whatsoever with respect to this Agreement or other obligations, any Transaction or its deposits, reserveschange the basis of taxation of payments to any Buyer or Administrative Agent in respect thereof (in each case, other liabilities or capital attributable thereto (except for than Excluded Taxes and indemnifiable Non-Excluded Taxes covered by under Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA7); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank any Buyer or Administrative Agent which is not otherwise included in the determination of the Eurodollar Benchmark or a Benchmark Replacement Rate hereunder; or; (iii) shall impose on such Bank any Buyer or Administrative Agent any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bankany Buyer or Administrative Agent, by an amount which such Bank Buyer or Administrative Agent, as applicable, deems to be material, of making, converting intoentering, continuing or maintaining Eurodollar Loans any Transaction or to reduce any amount receivable due or owing hereunder in respect thereof, then, in any such case, the Seller shall promptly pay Administrative Agent such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased or amounts as calculated by such amount (as determined Buyer or Administrative Agent in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Buyer or Administrative Agent for such increased cost or reduced amount receivable allocable receivable. (f) If any Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to such Interest Period. Any Bank claiming additional amounts pursuant Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by such Buyer or any corporation controlling such Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to this Section 2.16 the date hereof shall use have the effect of reducing the rate of return on such Buyer’s LEGAL02/44639412v17 or such corporation’s capital as a consequence of its reasonable efforts obligations hereunder to a level below that which such Buyer or such corporation could have achieved but for such adoption, change or compliance (consistent taking into consideration such Buyer’s or such corporation’s policies with internal policy respect to capital adequacy) by an amount deemed by such Buyer to be material and applicable legal and regulatory restrictions) communicated to take such actionAdministrative Agent, as requested by then from time to time, Seller shall promptly pay to Administrative Agent for the Company in writing, if the taking benefit of such action would avoid the need for or reduce the amount of any Buyer such additional amount or amounts and would not, in the judgment of as will compensate Buyer for such Bank, be adverse to the affected Loans or to such Bank. reduction. (g) If any Bank Buyer or Administrative Agent becomes entitled to claim any additional amounts pursuant to this Section, it Administrative Agent shall promptly notify the Company (with a copy to the Administrative Agent) Seller in writing of the event by reason of which it has become so entitled. A , which notice shall include a certificate as to setting forth such Buyer’s or Administrative Agent’s calculations of any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to the Administrative Agent) 6, which certificate shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax Taxes (other than (A) Non-Excluded Taxes in respect of payments under any Loan Document, (B) Other Taxes, (C) Connection Income Taxes and (D) Taxes in respect of payments under any Loan Document for which a Loan Party is not responsible for the payment of additional amounts under Section 2.20(a)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Adjusted LIBOR Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar LIBOR Loans (or in the case of (i), any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by Borrower shall promptly pay (or shall cause the Company Borrower to pay) such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with Lender, upon its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will demand, any additional amounts necessary to compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable; provided that in the event of the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority described in Section 2.19(a)(i), the Borrower shall not be required to such Interest Period. Any Bank claiming additional amounts compensate a Lender pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor, and applicable legal and regulatory restrictions) to take such actionprovided, as requested by the Company in writingfurther, that, if the taking circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankretroactive effect. If any Bank Lender becomes entitled to claim any additional amounts pursuant to this SectionSection 2.19, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to entitled (and any additional amounts payable pursuant to this Section submitted related calculations). (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the Company date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations to lend hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay (or shall cause the Borrower to pay) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be conclusive in extended to include the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware period of such costs or reductionsretroactive effect. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this AgreementRequirements of Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for costs imposed pursuant to matters set forth in this clause (c) (x) unless it is generally seeking compensation for such costs from similarly situated borrowers under yield protection provisions in credit agreements with the Borrowers that provide for such compensation and (y) in the case of a Change in Law, such Change in Law occurred after the date on which such Person became a Lender hereunder. (d) If payment in respect of any Revolving Extension of Credit shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible, then, at the election of any affected Lender, the Borrower shall make payment of such Revolving Extension of Credit in Dollars and/or in New York, and shall indemnify such Lender against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank Lender to any tax on its loansof any kind whatsoever with respect to this Agreement, loan principal, letters of credit, commitmentsany Note, or other obligationsany Eurodollar Loan made by it or the issuance of a Letter of Credit by the Issuing Lender, or its deposits, reserves, other liabilities or capital attributable thereto change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, 2.17 and changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCALender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such BankLender, by an amount which such Bank Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or of issuing and maintaining Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender such additional amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) or amounts as will compensate such Bank Lender for such increased cost or reduced amount receivable allocable receivable. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any Lender such additional amount or amounts and would not, in the judgment of as will compensate such Bank, be adverse to the affected Loans or to Lender for such Bank. reduction. (c) If any Bank Lender becomes entitled to claim any additional amounts pursuant to this Sectionsubsection, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section subsection submitted by such Bank Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of demonstrable manifest error. The agreements in this Section subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.

Requirements of Law. (a) If the adoption of or any change in any reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System shall be made subsequent to the Closing Date, and the result of such requirement shall be to increase the cost to any Lender of making or maintaining any Eurocurrency Loans and such Lender shall have requested, by notice to the Parent Borrower and the Administrative Agent (which notice shall specify the Statutory Reserve Rate applicable to such Lender), compensation under this paragraph, then the Parent Borrower will pay to such Lender (until the earlier of the date such requirement is no longer in effect or the date such Lender shall withdraw such request) amounts sufficient to compensate such Lender for such additional costs of making or maintaining such Eurocurrency Loans. (b) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any central bank or other Governmental Authority or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Closing Date: (i) shall subject any Bank Credit Party to any tax Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of such Bank, any branch profits imposed by the United States of America or any similar tax imposed by any other jurisdiction and any United States federal withholding taxes imposed under FATCA)thereto; (ii) shall shall, without duplication of reserves or other deposits contemplated by Section 2.19(a), impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or participations therein) by, or any other acquisition of funds by, any office of such Bank which Lender that is not otherwise included in the determination of the Eurodollar Rate hereunderEurocurrency Rate; or (iii) shall impose on such Bank Lender any other conditioncondition (other than Taxes); and the result of any of the foregoing is to increase the cost to such Bank, by an amount which Lender or such Bank deems to be material, of makingother Credit Party, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the amount of interest payable by the Company Parent Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender or such other Credit Party for such increased cost or reduced amount receivable allocable to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected Loans or to such Bankreceivable. If any Bank Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this Sectionparagraph, it shall promptly notify the Company Parent Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to . (c) If any additional amounts payable pursuant to this Section submitted Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Bank Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Company Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount reasonably deemed by such Lender to be material, then from time to time, after submission by such Lender to the Parent Borrower (with a copy to the Administrative Agent) of a written request therefor, the Parent Borrower shall be conclusive in the absence of demonstrable error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other pay to such Lender such additional amount or amounts payable hereunderas will compensate such Lender or such corporation for such reduction. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (cd) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreementa Requirement of Law, regardless of the date enacted, adopted, issued or implemented. (e) If by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding of any Foreign Currency Loan in any relevant Foreign Currency or the funding of any Foreign Currency Loan in any relevant Foreign Currency to an office located other than in New York shall be impossible or such Foreign Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Foreign Currency is no longer readily calculable, then, at the election of any affected Lender, no Foreign Currency Loans in the relevant currency shall be made or any Foreign Currency Loan in the relevant currency shall be made to an office of the Administrative Agent located in New York, as the case may be. (i) If payment in respect of any Foreign Currency Loan shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or such Foreign Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Foreign Currency is no longer readily calculable, then, at the election of any affected Lender, the applicable Borrower shall make payment of such Loan in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or in New York or (ii) if any Foreign Currency in which Loans are outstanding is redenominated then, at the election of any affected Lender, such affected Loan and all obligations of the applicable Borrower in respect thereof shall be converted into obligations in Dollars (based upon the Exchange Rate in effect on such date, as determined by the Administrative Agent in accordance with the terms hereof), and, in each case, the applicable Borrower shall indemnify the Lenders, against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. (g) A certificate as to any additional amounts payable pursuant to Sections 2.19(a), (b) or (c) submitted by any Lender to the Parent Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, no Borrower shall be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Parent Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (h) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any central bank or other Governmental Authority or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date shall make it unlawful for any Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to any Additional Borrower or to give effect to its obligations as contemplated by this Agreement with respect to any extension of credit to any Additional Borrower, then, upon written notice by such Lender (each such Lender providing such notice, an “Impacted Lender”) to the Parent Borrower and the Administrative Agent: (i) the obligations of the Lenders hereunder to make extensions of credit to such Additional Borrower shall forthwith be (x) suspended until each Impacted Lender notifies the Parent Borrower and the Administrative Agent in writing that it is no longer unlawful for such Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to such Additional Borrower or (y) to the extent required by law, cancelled; (ii) if it shall be unlawful for any Impacted Lender to maintain or charge interest with respect to any outstanding Loan to such Additional Borrower, such Additional Borrower shall repay (or at its option and to the extent permitted by law, assign to the Parent Borrower) (x) all outstanding ABR Loans made to such Additional Borrower within three Business Days or such earlier period as required by law and (y) all outstanding Eurocurrency Loans made to such Additional Borrower on the last day of the then current Interest Periods with respect to such Eurocurrency Loans or within such earlier period as required by law; and (iii) if it shall be unlawful for any Impacted Lender to maintain, charge interest or hold any participation with respect to any Letter of Credit issued on behalf of such Additional Borrower, such Additional Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit within three Business Days or within such earlier period as required by law.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Datedate hereof: (i) shall subject any Bank such Lender to any tax on its loansTax of any kind whatsoever with respect to any Letter of Credit or any application relating thereto, loan principal, letters of credit, commitmentsany LIBOR Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender in respect thereof (except, or its deposits, reserves, other liabilities or capital attributable thereto (except for Non-Excluded Taxes covered by Section 2.17, changes in the rate of tax on the overall net income of if such Bank, any branch profits imposed by the Lender is not a United States person (as such term is defined in Section 7701(a)(30) of America or any similar tax imposed by any other jurisdiction and any United States federal the Code), to the extent of withholding taxes imposed that would be avoided if such Lender provided the required forms under FATCASection 2.18(b)); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Bank Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iii) shall impose on such Bank Lender any other condition; and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, Lender of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans or the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the amount of interest payable by the Company Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to such Bank on the Interest Payment Date in respect of each Interest Period shall be increased by such amount (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank Lender for such increased additional cost or reduced amount receivable allocable with respect to such Interest Period. Any Bank claiming additional amounts pursuant to this Section 2.16 shall use its reasonable efforts (consistent with internal policy and applicable legal and regulatory restrictions) to take such action, as requested by the Company in writing, if the taking of such action would avoid the need for or reduce the amount of any such additional amounts and would not, in the judgment of such Bank, be adverse to the affected LIBOR Rate Loans or to such Bank. If any Bank becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Company (with a copy to the Administrative Agent) Letters of the event by reason of which it has become so entitledCredit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Bank to the Company (with a copy to Lender, through the Administrative Agent) , to the Borrower shall be conclusive in the absence of demonstrable manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens reasonably deemed by such Lender to be material. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application 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) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy), then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be conclusive absent manifest error. (c) The agreements in this Section 2.16 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder. (b) No Bank shall be entitled to any compensation under this Section 2.16 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) above not more than 60 days after the later of (i) such date and (ii) the date on which such Bank shall have become aware of such costs or reductions. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) Xxxx-Xxxxx and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law under this Agreement, regardless of the date enacted, adopted, issued or implemented.