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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made or maintained by itit or its obligation to make or maintain Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (thereof, in each case, except for Non-Excluded Taxes, Taxes covered imposed by subsection 2.15 FATCA and changes Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the rate case of such capital, net income taxes (including worth or branch profits taxes and minimum taxes) or franchise taxes (Taxes, imposed in lieu of such net income taxes) Tax), of such Lender)Lender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iii) shall impose on such 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 Lender, by an amount which such 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 Borrower from such Lender, through the Administrative Agent in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivablereceivable with respect to such Eurodollar Loans; provided that before making that, in any such demandcase, each the Borrower may elect to convert the Eurodollar Loans made by such Lender agrees hereunder to use reasonable efforts ABR Loans by giving the Administrative Agent at least one Business Day’s (consistent with its internal policy and legal and regulatory restrictions and so long or such shorter period as such efforts would not may be disadvantageous to it, agreed by the Administrative Agent in its reasonable discretion) notice of such election, in any legalwhich case the Borrower shall promptly pay to such Lender, economic or regulatory mannerupon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Subsection 4.10(a) and such amounts, if any, as may be required pursuant to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costSubsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the 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. If Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a) submitted by such Lender, through the Administrative Agent, to the Borrower so notifies shall be conclusive in the Administrative Agent within five Business Days after absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(a), the Borrower shall not be required to compensate a Lender pursuant to this Subsection 4.10(a) (i) 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 or (ii) for any increased cost pursuant to the foregoing provisions of this Sectionamounts, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails is applying this provision to so notify the Borrower within such 120-day period, such Lender in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall not be entitled to claim any additional survive the termination of this Agreement and the payment of the Loans and all other amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationpayable hereunder. (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 Authority, in each case, made subsequent to the date hereof Closing Date, does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its such Lender’s 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 ’s or such corporation's ’s policies with respect to capital adequacy) 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 Borrower (with a copy to through the Administrative Agent) of a prompt written request therefortherefor 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 corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Subsection 4.10(b) submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Subsection 4.10(b), the Borrower shall not be required to compensate a Lender pursuant to this Subsection 4.10(b) (i) 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 or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Notwithstanding anything herein to the contrary, the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have reasonably determined that the adoption of or any change Change in any Requirement of Law regarding capital adequacy or in the interpretation liquidity requirements 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 ’s or such corporation's ’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 Change in Law (taking into consideration such Lender's ’s or such corporation's ’s reasonable policies with respect to capital adequacy) by an amount deemed determined 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 prompt written request therefor, the each Borrower shall promptly pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. Each Lender shall notify “Change in Law” means (a) the Borrower within 120 days adoption of any law, rule or regulation after it becomes aware the date of this Agreement by any Governmental Authority, (b) any change in any law, rule or regulation or in the imposition interpretation or application thereof by any Governmental Authority after the date of such additional amount this Agreement or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If compliance by any Lender becomes entitled (or, for purposes of this Section 2.10(a), by any lending office of such Lender or by such Lender’s holding company, if any) 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. Notwithstanding anything herein to claim the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by any additional amounts relevant Government Authority thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued, 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 any relevant Government Authority, in each case pursuant to this subsectionBasel III, it shall promptly notify the Borrower (with in each case be deemed to be a copy to the Administrative Agent) “Change in Law” regardless of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsectiondate enacted, showing the calculation thereof in reasonable detailadopted, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderissued 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have reasonably determined that the adoption of or any change Change in any Requirement of Law regarding capital adequacy or in the interpretation liquidity requirements 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 ’s or such corporation's ’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 Change in Law (taking into consideration such Lender's ’s or such corporation's ’s reasonable policies with respect to capital adequacy) by an amount deemed determined 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 prompt written request therefor, the each Borrower shall promptly pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. Each Lender shall notify “Change in Law” means (a) the Borrower within 120 days adoption of any law, rule or regulation after it becomes aware the date of this Agreement by any Governmental Authority, (b) any change in any law, rule or regulation or in the imposition interpretation or application thereof by any Governmental Authority after the date of such additional amount this Agreement or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If compliance by any Lender becomes entitled (or, for purposes of this Section 2.10(a), by any lending office of such Lender or by such Lender’s holding company, if any) 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. Notwithstanding anything herein to claim the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by any additional amounts relevant Government Authority thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued, 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 any relevant Government Authority, in each case pursuant to this subsectionBasel III, it shall promptly notify the Borrower (with in each case be deemed to be a copy to the Administrative Agent) “Change in Law” regardless of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsectiondate enacted, showing the calculation thereof in reasonable detailadopted, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderissued or implemented.

Requirements of Law. (a) If By accepting the adoption of or any change in any Requirement of Law or in Options, the interpretation or application thereof or compliance by any Lender with any request or directive Participant represents and agrees for himself and his transferees (whether by will or not having the force laws of lawdescent and distribution) from that, unless a registration statement under the Securities Act of 1933, as amended (the “Act”), is in effect as to shares purchased upon any central bank or other Governmental Authority made subsequent to exercise of the date hereof: Options, (i) any and all shares so purchased shall subject any Lender to any tax of any kind whatsoever be acquired for his personal account and not with respect to this Agreementa view to, or for sale in connection with, any Notedistribution, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender); (ii) each notice of the exercise of any portion of the Options shall imposebe accompanied by a representation and warranty in writing, modify signed by the person entitled to exercise the same, that the shares are being so acquired in good faith for his personal account and not with any present intention of distributing or hold applicable selling 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 Lender which is not otherwise included in the determination shares of the Eurodollar Rate hereunderCommon Stock; or and (iii) shall impose the shares have not been registered under the Securities Act on such Lender any other condition; and the result of any ground that no distribution or public offering of the foregoing shares is to increase be effected (it being understood, however, that the cost to such Lendershares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating and in Letters of Credit or to reduce any amount receivable hereunder this connection the Company is relying in respect thereof, then, part on the Participant’s representations set forth in any such case, the Borrower shall promptly pay such Lender upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If No certificate or certificates for shares of Common Stock may be purchased, issued or transferred if the exercise hereof or the issuance or transfer of such shares shall constitute a violation by the Company or the Participant of any Lender shall have determined that (i) provision of any Federal, state or other securities law, (ii) requirement of any securities exchange listing agreement to which the adoption Company may be a party, or (iii) other requirement of law or of any change regulatory body having jurisdiction over the Company. Any reasonable determination in any Requirement of Law regarding capital adequacy this connection by the Board 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 Committee, upon notice given to the date hereof Participant, 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 adoptionbe final, 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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationbinding and conclusive. (c) If The certificates representing shares of Common Stock acquired pursuant to the exercise of Options shall carry such appropriate legend, and such written instructions shall be given to the Company’s transfer agent, as may be deemed necessary or advisable by counsel to the Company in order to comply with the requirements of the Act or any Lender becomes entitled state securities laws. (d) The Participant hereby confirms that the Participant has been informed that any shares of Common Stock acquired hereunder are restricted securities under Rule 144 promulgated under the Securities Act and may not be resold or transferred unless the Common Stock is first registered under the Federal securities laws or unless an exemption from registration is available. The Company shall in no event be obligated to claim register any additional amounts securities pursuant to the Securities Act or to take any other affirmative action in order to cause the issuance or transfer of shares acquired pursuant to this subsection, it shall promptly notify the Borrower (Agreement to comply with a copy to the Administrative Agent) any law or regulation of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundergovernmental authority.

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 Lender 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 date hereofsuch Lender becomes a party hereto: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and (A) changes in the rate of net income taxes (including taxes, capital taxes, branch profits taxes and minimum taxes) or , franchise taxes (imposed in lieu of net income taxes) and net worth taxes (imposed in lieu of such Lenderincome taxes) and (B) Non-Excluded Taxes, provided that this provision shall not affect any obligation of the Borrower under Section 4.10); (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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which that such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Lender, upon its written demand such (accompanied by a certificate of the type described in clause (c) below), any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Borrower (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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) law from any Governmental Authority made subsequent to the date hereof such Lender becomes a party hereto shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy and such Lender’s desired return on capital) 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 prompt written request (accompanied by a certificate of the type described in clause (c) below) therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 4.9 submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Section 4.9, the Borrower shall not be required to compensate a Lender pursuant to this Section 4.9 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 4.9 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 after the date hereof of or any change after the date hereof in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by any Lender with any applicable requirement, request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall or will subject any Lender to any tax or other payment of any kind whatsoever with respect to to, or any amount payable under, this Agreement, any Note, any Letter of Credit, any Application Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 2.13 and changes in taxes imposed on the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender);; or (ii) shall or will 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall or will impose on such any Lender or the Agent any other conditionconditions or requirements affecting this Agreement or Eurodollar Loans held by such Lender; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with a copy to through the Administrative Agent) of the event by reason of which it has become so entitled, provided, however, that in no event shall such Lender be entitled to claim any additional amount pursuant to this subsection with respect to any period that is more than three months prior to the date upon which it shall give such notice. A certificate as to any additional amounts payable pursuant to this subsection, showing accompanied by reasonably detailed information reasonably required with respect to the calculation thereof in reasonable detailmethod of calculating such additional amounts, submitted by such Lender to the Borrower (with a copy to through the Administrative Agent) Agent shall be conclusive in prima facie evidence of the absence accuracy of manifest errorthe information set forth therein. The agreements in this subsection 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have reasonably determined that the adoption of or any change Change in any Requirement of Law regarding capital adequacy or in the interpretation liquidity requirements 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 ’s or such corporation's ’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 Change in Law (taking into consideration such Lender's ’s or such corporation's ’s reasonable policies with respect to capital adequacy) by an amount deemed determined 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 prompt written request therefor, the each Borrower shall promptly pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. Each Lender shall notify “Change in Law” means (a) the Borrower within 120 days adoption of any law, rule or regulation after it becomes aware the date of this Agreement by any Governmental Authority, (b) any change in any law, rule or regulation or in the imposition interpretation or application thereof by any Governmental Authority after the date of such additional amount this Agreement or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If compliance by any Lender becomes entitled (or, for purposes of this Section 2.10(a), by any lending office of such Lender or by such Lxxxxx’s holding company, if any) 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. Notwithstanding anything herein to claim the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by any additional amounts relevant Government Authority thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued, 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 any relevant Government Authority, in each case pursuant to this subsectionBasel III, it shall promptly notify the Borrower (with in each case be deemed to be a copy to the Administrative Agent) “Change in Law” regardless of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsectiondate enacted, showing the calculation thereof in reasonable detailadopted, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderissued or implemented.

Requirements of Law. (a) If In the adoption of or event that any change after the date hereof in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender 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 date hereof: (i) shall subject any Lender Bank to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Note or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender Bank in respect thereof (except for Non-Excluded Taxes taxes covered by subsection 2.15 5.12 and changes in the rate of net taxes based upon or measured by income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such LenderBank); (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 Lender Bank which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender Bank any other condition; and the result of any of the foregoing is to increase the cost to such LenderBank, by an amount which such Lender Bank deems in its reasonable judgment 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, thereof then, in any such case, the Borrower Company shall promptly pay such Lender Bank, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender Bank for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender Bank becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the BorrowerCompany, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant A certificate as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts payable pursuant to this subsection for any period ending on a date which is prior setting forth the calculation thereof in reasonable detail (as determined by such Bank in its reasonable discretion) submitted by such Bank, through the Administrative Agent, to 120 days before such notificationthe Company shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. (b) If In the event that any Lender 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 Lender Bank or any corporation controlling such Lender 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 LenderBank'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 Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, after submission by such Lender Bank to the Borrower Company (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower Company shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts amount payable pursuant to this subsection, showing subsection setting forth the calculation thereof in reasonable detaildetail (as determined by such Bank in its reasonable discretion) through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. (c) Upon request by any Bank, through the Administrative Agent, from time to time, the Borrowers shall pay the cost of all Eurocurrency Reserve Requirements applicable to the Eurodollar Loans made by such Bank. If a Bank is or becomes entitled to receive payments in respect of Eurocurrency Reserve Requirements, pursuant to this subsection 5.11(c), it shall promptly notify the Borrowers thereof through the Administrative Agent. A certificate as to the amount of such Eurocurrency Reserve Requirements setting forth the calculation thereof in reasonable detail (as determined by such Bank in its reasonable discretion) submitted by such Lender to the Borrower (with a copy to Bank, through the Administrative Agent) , to the Borrowers shall be conclusive in the absence of manifest error. The agreements in this subsection This covenant 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 Lender (which shall, for the avoidance of doubt, include any Issuing 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or 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 subsection 2.15 and Section 2.17, changes in the rate or basis of imposition of tax imposed on or measured by the net income of such Lender, franchise taxes in lieu of such net income taxes (including and branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on such Lender any other conditioncondition affecting this Agreement; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which that such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Borrower in writing (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (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 ’s or such corporation's ’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 Lender, or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's ’s, or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity requirements) by an amount reasonably deemed by such Lender to be material, then from time to time, after submission by such Lender or to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender Lender, or such corporation for such reduction. Each Lender shall notify ; provided, that the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled required to claim pay additional amounts to compensate any additional amount Lender (i) any Non-Excluded Taxes or amounts pursuant to this subsection for Other Taxes, which are covered by Section 2.17 or (ii) any period ending change in the rate or basis of imposition of applicable taxes imposed on a date which is prior to 120 days before or measured by net income, franchise taxes in lieu of such notificationnet income taxes and branch profits taxes. (c) If 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 a Requirement of Law, regardless of the date enacted, adopted, issued or implemented; provided that the protection of this Section 2.16(c) shall be available to each Lender becomes 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 affected thereby to comply therewith. No Lender shall be entitled to claim compensation under this Section 2.16(c) with respect to any additional amounts date unless it shall have notified the Borrower that it will demand compensation pursuant to this subsection, Section 2.16(c) not more than 90 days after the date on which it shall promptly notify have become aware of such incurred costs or reductions. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 2.16(c) if it shall not at the Borrower time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. (with a copy to the Administrative Agentd) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender to the 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 manifest error. The agreements Notwithstanding anything to the contrary in this subsection 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 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 Except with respect to Indemnified Taxes, Excluded Taxes and Other Taxes, if 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 made first made, in each case, subsequent to the date hereofClosing Date: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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, by any office of such Lender which that is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunder; (ii) shall subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations or its deposits, reserves, other liability or capital attributable thereto; or (iii) shall impose on such Lender any other conditioncondition not otherwise contemplated hereunder; and the result of any of the foregoing is to increase the cost to such LenderLender or other Recipient, by an amount which such Lender or other Recipient reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or issuing or participating in Letters of Credit Credit, Local Loans or Acceptances (in each case hereunder), or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower or Local Borrowing Subsidiary, as applicable, shall promptly pay such Lender upon written demand such Lender, in Dollars or the Permitted Foreign Currency, as applicable, within thirty Business Days after the Borrower’s receipt of a reasonably detailed invoice therefor (showing with reasonable detail the calculations thereof), any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 2.19, it shall promptly notify the Borrower, through Borrower (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have reasonably 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 corporation entity controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made first made, in each case, subsequent to the date hereof Closing Date shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's entity’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit Credit, Local Loan or Acceptance to a level below that which such Lender or such corporation entity could have achieved but for such adoption, change or compliance (taking into consideration such Lender's ’s or such corporation's entity’s policies with respect to capital adequacyadequacy or liquidity requirements) 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 prompt reasonably detailed written request therefortherefor (consistent with the detail provided by such Lender to similarly situated borrowers), the Borrower Borrower, or if such Lender is a Local Fronting Lender, the applicable Local Borrowing Subsidiary, shall promptly pay to such Lender Lender, in Dollars, such additional amount or amounts as will compensate such Lender or such entity for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate prepared in good faith as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 2.19 submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive presumptively correct in the absence of manifest demonstrable error. The agreements Notwithstanding anything to the contrary in this subsection Section 2.19, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.19 for any amounts incurred more than 180 days 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 180-day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.19 shall survive the termination of this Agreement and the payment of the Loans Obligations. Notwithstanding the foregoing, the Borrower shall not be obligated to make payment to any Lender with respect to penalties, interest and expenses if written demand therefor was not made by such Lender within 180 days from the date on which such Lender makes payment for such penalties, interest and expenses. (d) Notwithstanding anything in this Section 2.19 to the contrary, solely for purposes of this Section 2.19, (i) the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all other amounts payable hereunderrequests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith 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 the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Closing Date. (e) For purposes of this Section 2.19, the term “Lender” shall include any Issuing Lender, Local Fronting Lender and Swingline Lender.

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 Lender 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 date hereof: (i) shall subject any Lender Bank to any tax of any kind whatsoever on its capital reserves with respect to this Agreement, any Note, any Letter of Credit, any Application Note or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and Section 2.17, changes in the rate of tax on the overall net income taxes (including 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 withholding taxes and minimum taxes) or franchise taxes (imposed in lieu by reason of net income taxes) Section 1471 through Section 1474 of such Lenderthe Code); (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 Lender Bank which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender Bank any other condition; and the result of any of the foregoing is to increase the cost to such LenderBank, by an amount which such Lender 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 Borrower amount of interest payable by the Company to such Bank on the Interest Payment Date in respect of each Interest Period shall promptly pay be increased by such Lender upon written demand amount (as determined in good faith by such additional amount or amounts Bank in accordance with its practice applicable generally to similarly situated borrowers) as will compensate such Lender Bank for such increased cost or reduced amount receivable; provided that before making any receivable allocable to such demand, each Lender agrees 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 restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory mannerrestrictions) to designate a different Eurodollar lending office take such action, as requested by the Company in writing, if the making taking of such designation action would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, for or reduce the amount ofof any such additional amounts and would not, in the judgment of such increased costBank, be adverse to the affected Loans or to such Bank. If any Lender Bank becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower 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 subsection, showing the calculation thereof in reasonable detail, Section submitted by such Lender Bank to the Borrower Company (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest demonstrable error. The agreements in this subsection 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.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by it, or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 3.12 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations (if any) under Section 3.12(b)) and changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any Affiliate 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 Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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 Borrower Borrowers from such Lender, through the Administrative Agent, in accordance herewith, the Borrowers shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrowers may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Administrative Agent at least one Business Day's notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrowers shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.13. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 3.11, it shall promptly notify provide prompt notice thereof to the BorrowerBorrowers, through the Administrative Agent, certifying (x) that one of the event by reason events described in this Section 3.11 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 3.11 submitted by such Lender to the Borrower (with a copy to Lender, through the Administrative Agent) , to the Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit 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 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 date hereof: (i) shall subject any Lender or the Administrative Agent to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Agreement or any Eurodollar Term Benchmark Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for (i) taxes described in clauses (c) through (e) of the definition of Excluded Taxes, (ii) Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxesiii) or franchise taxes (imposed in lieu of net income taxes) of such LenderConnection Income 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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunderTerm SOFR; or (iii) shall impose on such Lender or the applicable offshore interbank market any other conditioncondition (not to include Taxes) affecting this Agreement or such Lender’s Loan; and the result of any of the foregoing is to increase the cost to such LenderLender (or, in the case of clause (i) above, to such Lender or the Administrative Agent), by an amount which that such Lender (or, in the case of clause (i) above, such Lender or the Administrative Agent) deems to be material, of making, converting into, continuing or maintaining Eurodollar Term Benchmark Loans (or issuing or participating in Letters of Credit its obligation to make any such Term Benchmark Loan), or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower to which such Loans were made shall promptly pay such Lender upon written demand (or, in the case of clause (i) above, such Lender or the Administrative Agent) any additional amount or amounts as will necessary to compensate such Lender (or, in the case of clause (i) above, such Lender or the Administrative Agent) for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender or the Administrative Agent becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Borrower (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority Authority, in each case made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity requirements) 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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If 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 Lender becomes entitled successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to claim 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, regardless of the date enacted, adopted, issued or implemented. (d) A certificate setting forth in reasonable detail a calculation of the amount of and the basis for any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts amount payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Borrower shall pay such Lender the amount shown as due on such certificate within 10 Business Days after receipt by the Borrower. Notwithstanding anything to the contrary in this subsection Section, the Borrower shall not be required to compensate a Lender pursuant to clause (a) or (b) of 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 Term 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made or maintained by itit or its obligation to make or maintain Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (thereof, in each case, except for Non-Excluded Taxes, Taxes covered imposed by subsection 2.15 FATCA and changes Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the rate case of such capital, net income taxes (including worth or branch profits taxes and minimum taxes) or franchise taxes (Taxes, imposed in lieu of such net income taxes) Tax), of such Lender)Lender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar Rate LIBOR Rate, as applicable, hereunder; or (iii) shall impose on such 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 Lender, by an amount which such 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 Borrower from such Lender, through the Administrative Agent in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivablereceivable with respect to such Eurodollar Loans; provided that before making that, in any such demandcase, each the Borrower may elect to convert the Eurodollar Loans made by such Lender agrees hereunder to use reasonable efforts ABR Loans by giving the Administrative Agent at least one Business Day’s (consistent with its internal policy and legal and regulatory restrictions and so long or such shorter period as such efforts would not may be disadvantageous to it, agreed by the Administrative Agent in its reasonable discretion) notice of such election, in any legalwhich case the Borrower shall promptly pay to such Lender, economic or regulatory mannerupon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Subsection 4.10(a) and such amounts, if any, as may be required pursuant to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costSubsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the 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. If Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a) submitted by such Lender, through the Administrative Agent, to the Borrower so notifies shall be conclusive in the Administrative Agent within five Business Days after absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(a), the Borrower shall not be required to compensate a Lender pursuant to this Subsection 4.10(a) (i) 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 or (ii) for any increased cost pursuant to the foregoing provisions of this Sectionamounts, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails is applying this provision to so notify the Borrower within such 120-day period, such Lender in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall not be entitled to claim any additional survive the termination of this Agreement and the payment of the Loans and all other amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationpayable hereunder. (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 Authority, in each case, made subsequent to the date hereof Closing Date, does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its such Lender’s 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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity) 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 Borrower (with a copy to through the Administrative Agent) of a prompt written request therefortherefor 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 corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Subsection 4.10(b) submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Subsection 4.10(b), the Borrower shall not be required to compensate a Lender pursuant to this Subsection 4.10(b) (i) 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 or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Notwithstanding anything herein to the contrary, the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Closing Date for all purposes herein.

Requirements of Law. (a) If If, after the date hereof, 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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for (i) Non-Excluded Taxes covered by subsection 2.15 Section 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 (ii) changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Administrative Agent at least one Business Day's notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrower shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be reasonably required pursuant to Section 3.11. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this paragraph (a) has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit 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 Fronting Bank or any 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 date hereof:Closing Date (including, but not limited to, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III): (i) shall subject any Fronting Bank or any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any L/C Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof it (except for Non-Excluded Taxes or Other Taxes covered by subsection 2.15 Section 2.19 and changes the imposition of, or change in the rate of net income taxes (including branch profits taxes and minimum taxes) of, any Excluded Taxes payable by such Lender or franchise taxes (imposed in lieu of net income taxes) of such LenderFronting Bank); (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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) shall impose on any Fronting Bank or such Lender any other condition; and the result of any of the foregoing is to increase the cost to any Fronting Bank or such Lender, by an amount which that such Fronting Bank or such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or Swingline Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Fronting Bank or such Lender, upon written demand its demand, any additional amounts necessary to compensate such additional amount Fronting Bank or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Fronting Bank or any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Borrower (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Fronting Bank or 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 Fronting Bank or such Lender or any corporation controlling such Fronting Bank or 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 Closing Date shall have the effect of reducing the rate of return on such Fronting Bank’s or such Lender's ’s or such corporation's ’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 Fronting Bank or such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Fronting Bank’s or such Lender's ’s or such corporation's ’s policies with respect to capital adequacy) by an amount deemed by such Fronting Bank or such Lender to be material, then from time to time, after submission by such Fronting Bank or such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Fronting Bank or such Lender such additional amount or amounts as will compensate such Fronting Bank or such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Fronting Bank or any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Section 2.18, the Borrower shall not be required to compensate any Fronting Bank or any Lender pursuant to this Section 2.18 for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Fronting Bank’s or such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 days 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 Agreement, the expiration of the Letters of Credit 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 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 date hereof: (i) shall subject any Lender to any tax of (or any kind whatsoever increase in tax) on its capital reserves (or any similar tax) with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and Section 4.10 or changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed or, in lieu the case of net income taxesTaxes in any Canadian jurisdiction, capital) of such 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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or BA Loans (or, in the case of clause (i) above, any Loan) or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the applicable Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Cedar Fair LP (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 Person 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 ’s or such corporation's 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 corporation Person could have achieved but for such adoption, change or compliance (taking into consideration such Lender's ’s or such corporation's Person’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 Cedar Fair LP (with a copy to the Administrative Agent) of a prompt written request therefor, the applicable Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such Person for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender to the Borrower Cedar Fair LP (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any incremental cost and expense directly attributable to such Lender’s failure to notify Cedar Fair LP of its claim within 6 months after such Lender becomes aware of such claim (e.g., late penalties). 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.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made or maintained by itit or its obligation to make or maintain Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (thereof, in each case, except for Non-Excluded Taxes, Taxes covered imposed by subsection 2.15 FATCA and changes Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the rate case of such capital, net income taxes (including worth or branch profits taxes and minimum taxes) or franchise taxes (Taxes, imposed in lieu of such net income taxes) Tax), of such Lender)Lender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iii) shall impose on such 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 Lender, by an amount which such 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 Borrower from such Lender, through the Administrative Agent in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivablereceivable with respect to such Eurodollar Loans; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to ABR Loans by giving the making Administrative Agent at least one Business Day’s notice of such designation would allow 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 or its Eurodollar lending office pursuant to continue this Subsection 4.10(a) and such amounts, if any, as may be required pursuant to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costSubsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this clause (a) has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Subsection 4.10(a) submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Agreement and the payment of the Term 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 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 date hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or; (iii) shall impose on such Lender any other condition; or (iv) shall result in the failure of the Mandatory Cost Rate to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining LIBOR Rate Loans; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar LIBOR Rate Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower Borrowers shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivable; provided that before making receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such demandLender, each through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (consistent with including reasonable efforts to change its internal policy and legal and regulatory restrictions and so long LIBOR Lending Office, as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory mannerthe case may be) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans avoid or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If minimize any Lender becomes entitled to claim any additional amounts which might otherwise be payable pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions paragraph of this Section; provided, however, that such efforts shall not cause the Borrower may convert all Eurodollar Loans of imposition on such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if any additional costs or legal or regulatory burdens deemed by such Lender fails in its sole discretion to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationmaterial. (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 ’s or such corporation's ’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 ’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after submission demand by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request thereforLender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to under this subsection, showing the calculation thereof in reasonable detail, Section submitted by such a Lender to (which certificate shall include a description of the Borrower (with a copy to basis for the computation), through the Administrative Agent) , to the Company shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law (occurring after the Effective Date) or any change in the interpretation or application thereof (occurring after the Effective Date) or the compliance by any Lender the Bank with any Requirement of Law or request or directive (whether or not having the force of law) from the Central Bank or any central bank or other Governmental Authority (made subsequent to the date hereof: Effective Date) shall (i) shall subject any Lender the Bank to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by itDocument, or change the basis of taxation of payments to such Lender in respect thereof the Bank (except for Non-Excluded Taxes covered by subsection 2.15 and changes in not being a Tax imposed on the rate of net income taxes of the Bank or its Affiliates generally (including branch profits taxes and minimum taxes) impuesto sobre la renta)); or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender the Bank any other condition; and the result of any of the foregoing is to increase the cost to such Lenderthe Bank, by an amount which such Lender the Bank deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit the Loan or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Bank shall notify the Borrower shall promptly pay in writing of the occurrence of such Lender upon written demand such event, stating the reasons therefor and the additional amount or amounts as will required to fully compensate such Lender the Bank for such increased cost or reduced amount receivable; provided (the “Section 8.2(a) Additional Amount”), so that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy the Bank and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies can agree on an increased rate of interest, within a sixty (60) day period commencing as from the Administrative Agent within five Business Days after any Lender notifies date such notice is given, as permitted by the Borrower third paragraph of any section M.21.2 of Regulation 201 9/95 issued by the Central Bank. Should the parties not agree on an increased cost pursuant to the foregoing provisions rate of this Sectioninterest, the Borrower may convert all Eurodollar Loans shall, on the next succeeding Interest Payment Date, (i) repay the Loan in full, without any prepayment penalty or charge, except for payment of amounts due to the Bank in respect of such Lender then outstanding into Base Rate Loans in accordance with prepayment under Section 8.3 and (ii) pay to the terms hereof. Each Lender shall notify Bank the Borrower within 120 days after it becomes aware of Section 8.2(a) Additional Amount corresponding to the imposition period ending as of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationInterest Payment Date. (b) If any Lender the Bank shall have determined that the adoption application of or any change in any Requirement of Law regarding capital adequacy or in (enacted after the interpretation or application thereof Effective Date) or compliance by such Lender the Bank or any corporation entity controlling such Lender the Bank with any Requirement of Law regarding capital adequacy (enacted after the Effective Date) or request or directive regarding capital adequacy (whether or not having the force of law) from the Central Bank or any other Governmental Authority (made subsequent to after the date hereof Effective Date) does or shall have the effect of reducing the rate of return on such Lender's or such corporation's the Bank’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 the Bank could have achieved but for such adoption, change application or compliance (taking into consideration such Lender's or such corporation's the Bank’s policies with respect to capital adequacyadequacy and the Bank’s treatment of its credit facilities for internal purposes as of the Effective Date) by an amount reasonably deemed by such Lender the Bank 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 thereforthen, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender Bank shall notify the Borrower within 120 days after it becomes aware in writing of the imposition occurrence of such event, stating the reasons therefor and the additional amount or amounts; provided required to fully compensate the Bank for such reduction (the “Section 8.2(b) Additional Amount”), so that if such Lender fails to so notify the Bank and the Borrower can agree on an increased rate of interest, within a sixty (60) day period commencing as from the date notice is given, as permitted by the third paragraph of section M.21.2 of Regulation 201 9/95 issued by the Central Bank. Should the parties not agree on an increased rate of interest, the Borrower shall, on the next succeeding Interest Payment Date, (i) repay the Loan in full, without any prepayment penalty or charge, except for reimbursement of amounts due to the Bank in respect of such 120-day period, such Lender shall not be entitled prepayment under Section 8.3 and (ii) pay to claim any additional amount or amounts pursuant the Bank the Section 8.2(b) Additional Amount cost corresponding to this subsection for any the period ending on a date which is prior to 120 days before as of such notificationInterest Payment Date. (c) If If, in the case of any Lender becomes entitled to claim any additional amounts prepayment pursuant to this subsectionSection 8.2, it the Calculated Amount determined in accordance with Section 8.3(a) would constitute an amount the Bank would be entitled to receive from the financial institution counterparty referenced therein, then an amount equivalent to such Calculated Amount shall promptly notify be deemed applied, subject to and simultaneously with the prepayment in full by the Borrower (with a copy of all other outstanding portions of the Loan, to the Administrative Agentprepayment of the outstanding Loan on the corresponding Specified Date; provided that in no event shall (i) the amount corresponding to the Calculated Amount deemed so applied hereunder exceed the total principal amount of the Loan then outstanding or (ii) any amount corresponding to the Calculated Amount be so applied if any of the events specified in clauses (ii), (iii) or (iv) of the event by reason of which it has become so entitled. Section 8.3(a) have also occurred at such time. (d) A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 8.2 submitted by such Lender the Bank to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding in the absence of manifest error. The agreements . (e) Notwithstanding anything to the contrary contained in this subsection Section 8.2, the Bank shall survive not impose any of the termination provisions of this Agreement Section 8.2 unless such provisions are generally imposed by the Bank on Persons that are similarly situated to the Borrower and Kimco and which do not arise as a result of change in the payment financial condition of the Loans and all other amounts payable hereunderBank.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 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 overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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 Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Administrative Agent at least one Business Day's notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrower shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.14. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 3.12, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this Section 3.12 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 3.12 submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 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 overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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 Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Administrative Agent at least one Business Day's notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrower shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.14. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 3.12, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this Section 3.12 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 3.12 submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. No Lender shall be entitled to receive any compensation for such amounts incurred more than 180 days prior to delivery of such certificate.

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 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 date hereofEffective Date: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Eurocurrency Loan or Money Market Loan, made by it, or change the basis of taxation of payments to such Lender in respect thereof (except in each case for Non-Excluded Taxes covered by subsection 2.15 Section 2.10 and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender); (ii) shall impose, modify or hold applicable any reservereserve (except to the extent that such reserve is specifically subject to Section 2.9(c)), 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 relevant office of such Lender which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunderor the Money Market Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or issuing or participating in Letters of Credit Money Market Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, (x) the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any , and (y) the Borrower agrees to pay such Lender, upon its demand, each any additional amounts necessary to compensate such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, for such increased costcost or reduced amount receivable with respect to this Agreement or the Commitments generally and not solely with respect to any particular Borrower's Loans. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 2.9(a), it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any , provided that such amounts shall be no greater than amounts that such Lender notifies the Borrower of any increased cost pursuant is generally charging other borrowers similarly situated to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationBorrower. (b) If any Lender shall have determined that the adoption application 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 Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change application or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacyadequacy and such Lender's treatment of its Commitments for internal purposes as of the date on which it became a party hereto) 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 prompt written request therefortherefor (setting forth in reasonable detail the basis for such request), (i) the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender, or such corporation, for such reduction, and (ii) the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant reduction with respect to this subsection for any period ending on a date which is prior to 120 days before such notificationAgreement or the Commitments. (c) If The Borrower agrees to pay to each Lender which requests compensation under this Section 2.9(c) (by notice to the Borrower), on the last day of each Interest Period with respect to any Eurocurrency Loan of such Lender, so long as such Lender becomes entitled shall be required to claim maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board (or, so long as such Lender may be required by the Board or by any other Governmental Authority to maintain reserves against any other category of liabilities which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any Eurocurrency Loans), an additional amounts pursuant amount (determined by such Lender and notified to the Borrower) representing such Lender's calculation or, if an accurate calculation is impracticable, reasonable estimate (using such reasonable means of allocation as such Lender shall determine) of the actual costs, if any, incurred by such Lender during such Interest Period, as a result of the applicability of the foregoing reserves to such Eurocurrency Loans, which amount in any event shall not exceed the product of the following for each day of such Interest Period: (i) the principal amount of the Eurocurrency Loans made by such Lender to which such Interest Period relates and outstanding on such day; and (ii) the difference between (x) a fraction the numerator of which is the Eurocurrency Rate (expressed as a decimal) applicable to such Eurocurrency Loan, and the denominator of which is one (1) minus the maximum rate (expressed as a decimal) at which such reserve requirements are imposed by the Board or other Governmental Authority on such date minus (y) such numerator; and (iii) a fraction the numerator of which is one (1) and the denominator of which is 360. Any Lender which gives notice under this subsection, it Section 2.9(c) shall promptly notify the Borrower withdraw such notice (with a copy by written notice of withdrawal given to the Administrative AgentAgent and the Borrower) of in the event by reason of which it has become so entitled. such Lender is no longer required to maintain such reserves or the circumstances giving rise to such notice shall otherwise cease to exist. (d) A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 2.9 submitted by such Lender any Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section 2.9 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhereunder (the date on which all of the foregoing shall have occurred, the "Final Date"), until the first anniversary of the Final Date. Notwithstanding anything contained in this Section 2.9, the Borrower shall not be obligated to pay any greater amounts than such Lender(s) is (are) generally charging other borrowers similarly situated to the Borrower.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender or such Issuing Lender becomes an Issuing Lender): (i) shall subject any such Lender or such Issuing Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application L/C Request or any Eurodollar Loan Loans made or maintained by itit or its obligation to make or maintain Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (thereof, in each case, except for Non-Excluded Taxes, Taxes covered imposed by subsection 2.15 FATCA and changes Taxes measured by or imposed upon net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the rate case of such capital, net income taxes (including worth or branch profits taxes and minimum taxes) or franchise taxes (Taxes, imposed in lieu of such net income taxes) Tax), of such Lender), such Issuing Lender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar LIBO Rate hereunder; or (iii) shall impose on such 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 Lender or such Issuing Lender, by an amount which such Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans 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 Borrower Representative from such Lender, through the Administrative Agent in accordance herewith, the applicable Borrower shall promptly pay such Lender or such Issuing Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; receivable with respect to such Eurodollar Loans, or Letters of Credit, provided that before making that, in any such demandcase, each such Borrower may elect to convert the Eurodollar Loans made by such Lender agrees hereunder to use reasonable efforts ABR Loans by giving the Administrative Agent at least one Business Day’s (consistent with its internal policy and legal and regulatory restrictions and so long or such shorter period as such efforts would not may be disadvantageous to it, agreed by the Administrative Agent in its reasonable discretion) notice of such election, in any legalwhich case such Borrower shall promptly pay to such Lender, economic or regulatory mannerupon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Subsection 4.10(a) and such amounts, if any, as may be required pursuant to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costSubsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 4.10(a), it shall promptly notify provide prompt notice thereof to the BorrowerBorrower Representative, 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. If Such a certificate as to any additional amounts payable pursuant to this Subsection 4.10(a) submitted by such Lender, through the Administrative Agent, to the Borrower so notifies Representative shall be conclusive in the Administrative Agent within five Business Days after absence of manifest error. Notwithstanding anything to the contrary in this Subsection 4.10(a), the Borrowers shall not be required to compensate a Lender pursuant to this Subsection 4.10(a) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans Representative of such Lender Lender’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs is retroactive, then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender 180 day period referred to above shall notify be extended to include the Borrower within 120 days after it becomes aware period of the imposition of such costs; provided that retroactive effect thereof) or (ii) for any amounts, if such Lender fails is applying this provision to so notify the Borrower within such 120-day period, such Lender Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other credit agreements to similarly situated borrowers. This covenant shall not be entitled to claim any additional survive the termination of this Agreement and the payment of the Loans and all other amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationpayable hereunder. (b) If any Lender or any Issuing 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 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 Authority, in each case, made subsequent to the date hereof Closing Date, does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its such Lender’s or such Issuing Lender’s 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 ’s or such Issuing Lender’s or such corporation's ’s policies with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, within 10 Business Days after submission by such Lender to the Borrower Representative (with a copy to through the Administrative Agent) of a prompt written request therefortherefor 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 promptly pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Subsection 4.10(b) submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) Representative shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Subsection 4.10(b), the Borrowers shall not be required to compensate a Lender pursuant to this Subsection 4.10(b) (i) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower Representative of such Lender’s intention to claim compensation therefor or (ii) for any amounts, if such Lender is applying this provision to the Borrowers in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other credit agreements to similarly situated borrowers. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Notwithstanding anything herein to the contrary, the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy applicable law, rule, or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or application administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender Bank or any corporation controlling such Lender Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority such authority, central bank, or comparable authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such LenderBank'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 Bank or such corporation could have achieved but for such adoption, change change, or compliance (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy) by an amount deemed determined by such Lender Bank, in its reasonable discretion, 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 each Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (cb) If any Lender Bank becomes entitled to claim any additional amounts pursuant to this subsectionSECTION 4.8, it shall promptly notify the Borrower Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled by providing a certificate setting forth in reasonable detail the basis for the claim for additional amounts, the amounts required to be paid by the Borrowers to such Bank, and the computations made by such Bank to determine the amounts; PROVIDED that such Bank shall not be required to disclose any confidential information. A Such certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, SECTION 4.8(B) submitted by such Lender Bank to the Borrower Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection SECTION 4.8 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. No Borrower shall be responsible to compensate such Bank for additional amounts attributable to another Borrower's Loans, (c) Failure or delay on the part of any Bank to demand compensation pursuant to this SECTION 4.8 shall not constitute a waiver of such Bank's right to demand such compensation; PROVIDED that the Borrowers shall not be required to compensate a Bank pursuant to this SECTION 4.8 for any increased costs or reductions incurred more than 270 days prior to the date that such Bank notifies the Borrower of the change in the applicable law, rule, or regulation giving rise to such increased costs or reductions and of such Bank's intention to claim compensation therefore; PROVIDED FURTHER that, if the change in the applicable law, rule, or regulation giving rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.

Requirements of Law. (a) If In the adoption of event that Eurodollar Reserve Percentage or any change in any Requirement of Law or in the interpretation or application thereof after the date of this Agreement or compliance by any Lender 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 date hereof: (i) shall subject any Lender Bank to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application related thereto, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender Bank in respect thereof (except for Non-Excluded Taxes taxes covered by subsection 2.15 and changes in franchise taxes or the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such LenderBank); (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 Lender Bank which is not otherwise included in the determination of the Eurodollar Rate or the interest rate applicable to any Bid Loan hereunder; or (iii) shall impose on such Lender Bank any other condition; and the result of any of the foregoing is to increase the cost to such LenderBank, by an amount which such Lender Bank deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing Bid Loans or participating in the Letters of Credit (or the Participation Interests therein), or to reduce any amount receivable hereunder in respect thereof, thereof then, in any such case, the Borrower Company shall promptly pay such Lender Bank, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender Bank for such increased cost or reduced amount receivable; receivable as provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costthis Section 2.14(a). If any Lender Bank becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the BorrowerCompany, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant A certificate as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts payable pursuant to this subsection for any period ending on a date which is submitted by such Bank, through the Administrative Agent, to the Company in good faith and setting forth in reasonable detail the calculation of such amounts shall be conclusive in the absence of manifest error; provided that the Company’s obligations under this Section 2.14(a) shall be limited to amounts accruing not more than 180 days prior to 120 days before the invoice thereof by such notificationBank (such time period to be extended as necessary to take into account any retroactive application of a change in law giving rise to such obligations). This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder until the second anniversary of such payment and termination. (b) If In the event that any Lender Bank or corporation controlling such 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 Lender Bank or any such 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 Bank’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 Bank could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's Bank’s policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, after submission by such Lender Bank in good faith to the Borrower Company (with a copy to the Administrative Agent) of a prompt written request therefortherefor setting forth in reasonable detail the calculation of such amount (which request shall be conclusive in the absence of manifest error), the Borrower Company shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to Company’s obligations under this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative AgentSection 2.14(b) shall be conclusive limited to amounts accruing not more than 180 days prior to the invoice thereof by such Bank (such time period to be extended as necessary to take into account any retroactive application of a change in the absence of manifest errorlaw giving rise to such obligations). The agreements in this subsection This covenant shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunderhereunder until the second anniversary of such payment and termination.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Letter of Credit Request, or any Eurodollar Loan Eurocurrency Loans or any Swing Line Foreign Currency Loans made or maintained by itit or its obligation to make or maintain Eurocurrency Loans or Swing Line Foreign Currency Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 4.11 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations (if any) under subsections 4.11(b) or 4.11(c) or with respect to fees paid under this Agreement) and changes in taxes measured by or imposed upon the rate of overall net income income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (including in the case of such capital, net worth or branch profits taxes and minimum taxes) or franchise taxes (, imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate or Swing Line Foreign Currency Rates, as the case may be, hereunder; or (iii) shall impose on such 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 Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans or Swing Line Foreign 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, upon notice to the Parent Borrower from such Lender, through the Administrative Agent, in accordance herewith, the applicable Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; receivable with respect to such Eurocurrency Loans, Swing Line Foreign Currency or Letters of Credit, provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory mannersuch Borrower may elect to convert the Eurocurrency Loans made by such Lender hereunder to ABR Loans (to the extent denominated in Dollars and otherwise permitted by subsection 4.2) to designate a different Eurodollar lending office if by giving the making Administrative Agent at least one Business Day’s notice of such designation would allow the 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 or its Eurodollar lending office pursuant to continue this subsection 4.10(a) and such amounts, if any, as may be required pursuant to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costsubsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the Parent Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this paragraph (a) has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of additional amount demanded by such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware and a reasonably detailed explanation of the imposition of such costs; provided that if such Lender fails calculation thereof. Such a certificate as to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts payable pursuant to this subsection for any period ending on a date which is prior submitted by such Lender, through the Administrative Agent, to 120 days before such notificationthe Parent Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (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 Authority, in each case, made subsequent to the date hereof Closing Date, does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its such Lender’s 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 ’s or such corporation's ’s policies with respect to capital adequacy) 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 Parent Borrower (with a copy to the Administrative Agent) of a prompt written request therefortherefor 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 applicable Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender to the Borrower (with a copy to Lender, through the Administrative Agent) , to the Parent Borrower shall be conclusive in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) For so long as any Lender incurs any costs as a result of complying with any reserve asset, liquidity, special deposit or other regulatory requirements affecting it as a result of participating in any Eurocurrency Loans or Swing Line Foreign Currency Loans through a branch or office (a “Lending Office”) located in the United Kingdom or Participating Member State, then that Lender shall be entitled to require the applicable Borrower to pay on each relevant Interest Payment Date additional interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set out in Schedule 4.10(c) hereto.

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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy applicable law, rule, or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or application administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender Bank or any corporation controlling such Lender Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority such authority, central bank, or comparable authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such LenderBank'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 Bank or such corporation could have achieved but for such adoption, change change, or compliance (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy) by an amount deemed determined by such Lender Bank, in its reasonable discretion, 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 each Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (cb) If any Lender Bank becomes entitled to claim any additional amounts pursuant to this subsectionSection 4.8, it shall promptly notify the Borrower Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledentitled by providing a certificate setting forth in reasonable detail the basis for the claim for additional amounts, the amounts required to be paid by the Borrowers to such Bank, and the computations made by such Bank to determine the amounts; provided that such Bank shall not be required to disclose any confidential information. A Such certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 4.8(b) submitted by such Lender Bank to the Borrower Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection Section 4.8 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. No Borrower shall be responsible to compensate such Bank for additional amounts attributable to another Borrower's Loans. (c) Failure or delay on the part of any Bank to demand compensation pursuant to this Section 4.8 shall not constitute a waiver of such Bank's right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 4.8 for any increased costs or reductions incurred more than 270 days prior to the date that such Bank notifies the Borrower of the change in the applicable law, rule, or regulation giving rise to such increased costs or reductions and of such Bank's intention to claim compensation therefore; provided further that, if the change in the applicable law, rule, or regulation giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law Law, including regarding capital adequacy adequacy, liquidity requirements or required or targeted reserves or special deposits, or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive directive, including regarding capital adequacy adequacy, liquidity requirements or required or targeted reserves or special deposits (whether or not having the force of law) ), from any Governmental Authority Authority, made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital or assets as a consequence of its obligations or Loans 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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy 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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender This Section 2.12 shall not be entitled apply with respect to claim any additional amount (i) Excluded Taxes, (ii) Non-Excluded Taxes imposed (x) on or amounts with respect to any payments pursuant to this subsection Agreement or any other Loan Document, or (y) on gross or net income, profits, or revenue (including franchise taxes imposed in lieu of net income taxes or value-added or similar taxes), or (iii) Other Taxes, in each case, whether or not Borrower is responsible for such taxes pursuant to Section 2.13 (for the absence of doubt, the Borrower’s responsibility for any period ending on a date which is prior taxes pursuant to 120 days before such notificationthis Section 2.12 shall be without duplication of any additional amounts paid pursuant to Section 2.13). (cb) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection 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 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Note or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection 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 Lender 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 date hereof, or in the case of any transferee of a Note, subsequent to the date of transfer: (i) shall subject any Lender such Bank to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of CreditCredit or any application relating thereto, any Application or any Eurodollar LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender Bank in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such LenderBank); (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 Lender Bank which is not otherwise included in the determination of the Eurodollar LIBO Rate hereunder; or (iii) shall impose on such Lender Bank any other similar condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, Bank of making, converting into, continuing making or maintaining Eurodollar LIBO Rate Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable hereunder in respect thereofor under any Note, then, in any such case, the Borrower Company shall promptly pay such Lender Bank, upon written its demand (which decrease shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), any additional amounts necessary to compensate such Bank for such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided receivable which such Bank reasonably deems to be material as determined by such Bank with respect to its LIBO Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section (which certificate shall state that before making any such demandamounts are being demanded of the Company by such Bank on a nondiscriminatory basis, each Lender consistent with other requests being made by such Bank in connection with other similar loans held by such Bank) submitted by such Bank, through the Agent, to the Company shall be conclusive in the absence of manifest error. Each Bank agrees to use reasonable efforts (consistent with including reasonable efforts to change its internal policy and legal and regulatory restrictions and so long Domestic Lending Office or LIBO Lending Office, as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory mannerthe case may be) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans avoid or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If minimize any Lender becomes entitled to claim any additional amounts which might otherwise be payable pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions paragraph of this Section; provided, the Borrower may convert all Eurodollar Loans of however, that such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender efforts shall notify the Borrower within 120 days after it becomes aware of not cause the imposition on such Bank of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant costs or legal or regulatory burdens reasonably deemed by such Bank in its sole discretion to this subsection for any period ending on a date which is prior to 120 days before such notificationbe material. (b) If any Lender Bank 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 Bank or any corporation controlling such Lender Bank 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 (or in the case of any transferee of a Note, subsequent to the date of transfer) does or shall have the effect of reducing the rate of return on such Lender's Bank’s or such corporation's ’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's Bank’s or such corporation's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank in its sole discretion to be material, then from time to time, within fifteen (15) days after submission demand by such Lender to Bank (which demand shall be accompanied by a statement setting forth the Borrower (with basis for such demand and a copy to calculation of the Administrative Agent) of a prompt written request thereforamount thereof in reasonable detail), the Borrower Company shall promptly pay to such Lender Bank such additional amount or amounts as will shall be certified by such Bank as being required to compensate such Lender it for such reduction. Each Lender reduction (which certificate shall notify the Borrower within 120 days after it becomes aware state that such amounts are being demanded of the imposition of Company by such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending Bank on a date nondiscriminatory basis, consistent with other requests being made by such Bank in connection with other similar loans held by such Bank). Such a certificate (which is prior to 120 days before shall be accompanied by a statement setting forth the basis for such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with demand and a copy to the Administrative Agent) calculation of the event by reason of which it has become so entitled. A certificate amount thereof in reasonable detail) as to any additional amounts payable pursuant to under this subsection, showing the calculation thereof in reasonable detail, Section submitted by such Lender a Bank (which certificate shall include a description of the basis for the computation), through the Agent, to the Borrower (with a copy to the Administrative Agent) Company shall be conclusive in the absence of absent manifest error. . (c) The agreements in this subsection Section 3.6 shall survive the termination of this Agreement and the payment of the Loans Notes and all other amounts payable hereunder.

Requirements of Law. If at any time a Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, the commitment to make or the maintaining of any Eurodollar Loan because of (ai) If the adoption of or any change after the date hereof, in any Requirement law, governmental rule, regulation, guideline or order (including the introduction of Law any new law, governmental rule, regulation, guideline or order) or in the interpretation or application administration 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 made subsequent charged with the interpretation or administration thereof, including, without limitation, the imposition, modification or deemed applicability of any reserves, deposits or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes extent included in the rate computation of net income taxes (including branch profits taxes and minimum taxesthe Adjusted Eurodollar Rate) or franchise taxes (imposed in lieu of net income taxes) of such Lender); (ii) other circumstances affecting the London interbank Eurodollar market; then (A) the Lender 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 promptly notify the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any Administrative Agent and the Borrower and shall designate a different lending office of such Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and will avoid the need for, or reduce the amount of, of such increased cost. If any Lender becomes entitled to claim any additional costs, or reductions in amounts pursuant to this subsectionreceivable and such designation will not, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 sole discretion, be otherwise disadvantageous to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacyB) 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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount amounts (in the form of an increased rate of, or amounts a different method of calculating, interest or otherwise as will such Lender may determine in its sole discretion) as may be required to compensate such Lender for such reductionincreased costs or reductions in amounts receivable hereunder. Each determination and calculation made by a Lender shall notify under this Section 4.1 shall, absent manifest error, be binding and conclusive on the Borrower within 120 days after it becomes aware parties hereto. Any conversions of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts Eurodollar Loans made pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it Section 4.1 shall promptly notify subject the Borrower (with a copy to the Administrative Agent) of the event payments required by reason of which it has become so entitledSection 4.3. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection This Section 4.1 shall survive the termination of this Credit Agreement and the other Credit Documents 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 3.14 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.14(b)) and changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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, upon notice to the Borrower from such Lender, through the Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Agent at least one Business Day's notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrower shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.15. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 3.13, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this Section 3.13 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 3.13 submitted by such Lender Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Credit or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Indemnified Taxes or Other Taxes covered by subsection 2.15 Section 3.10 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender) and changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate thereof);; or (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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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 Borrower Borrowers from such Lender, through the Administrative Agent, in accordance herewith, the Borrowers shall be jointly and severally obligated to pay promptly pay to such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrowers may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Administrative Agent at least one Business Day’s notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrowers shall be jointly and severally obligated to continue pay promptly to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.11. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the Borrower, Borrowers through the Administrative Agent, certifying (x) that one of the event by reason events described in this paragraph (a) has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender to the Borrower (with a copy to Lender, through the Administrative Agent) , to the Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption Notwithstanding any other provision of or this Agreement, if any change 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 made subsequent to the date hereofLaw: (i) shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Agreement or any Eurodollar LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes and Other Taxes to the extent covered by subsection 2.15 Section 4.10 or United States withholding Taxes and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which that is not otherwise included in the determination of the Eurodollar LIBO Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which that such Lender deems in good xxxxx xxxxx to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit LIBOR Loans, or to reduce any amount receivable hereunder in respect thereofhereunder, then, in any such case, the Borrower Borrowers shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower Borrowers (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 subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If If, after the date hereof, 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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for (i) Non-Excluded Taxes covered by subsection 2.15 Section 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 (ii) changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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 Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender on an after- tax basis for such increased cost or reduced amount receivable; , provided that before making 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 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, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount ofwithout duplication, such increased costamounts, if any, as may be required pursuant to Section 3.11. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this paragraph 3.9 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax of any kind whatsoever with on or in respect to this Agreement, any Note, of any Letter of Credit, any Application letter of credit application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 3.9 (including Non- Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under subsection 3.9(b)) and changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such 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 Lender, by an amount which such 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 Borrower from such Lender, through the Agent, in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Agent at least one Business Day's notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrower shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to subsection 3.10. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this Section 3.8 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Effective Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Eurocurrency Loan made by itor maintained or its obligation to make or maintain Eurocurrency Loans, or change the basis of taxation of payments to such Lender in respect thereof (in each case, except for (x) Non-Excluded Taxes covered Taxes, (y) taxes measured by subsection 2.15 and changes or imposed upon net income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the rate case of such capital, net income taxes (including worth or branch profits taxes and minimum taxes) or franchise taxes (, imposed in lieu of such net income taxestax) and (z) Taxes imposed by FATCA, of such Lender)Lender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iii) shall impose on such 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 Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency 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 Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; receivable with respect to such Eurocurrency Loans, provided that before making that, in any such demandcase, each the Borrower may elect to convert the Eurocurrency Loans made by such Lender agrees hereunder to use reasonable efforts ABR Loans by giving the Administrative Agent at least one Business Day’s notice (consistent with its internal policy and legal and regulatory restrictions and so long or such shorter period as such efforts would not may be disadvantageous to it, agreed by the Administrative Agent in its reasonable discretion) of such election, in any legalwhich case the Borrower shall promptly pay to such Lender, economic or regulatory mannerupon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this subsection 3.10(a) and such amounts, if any, as may be required pursuant to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costsubsection 3.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the 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. If Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, through the Administrative Agent, to the Borrower so notifies shall be conclusive in the Administrative Agent within five Business Days after absence of manifest error. Notwithstanding anything to the contrary in this subsection 3.10(a), the Borrower shall not be required to compensate a Lender pursuant to this subsection 3.10(a) (i) 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 or (ii) for any increased cost pursuant to the foregoing provisions of this Sectionamounts, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails is applying this provision to so notify the Borrower within such 120-day period, such Lender in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This subsection 3.10 shall not be entitled to claim any additional survive the termination of this Agreement and the payment of the Loans and all other amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationpayable hereunder. (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 Authority, in each case, made subsequent to the date hereof Effective Date, does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its such Lender’s, 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 ’s or such corporation's ’s policies with respect to capital adequacy) 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 Borrower (with a copy to the Administrative Agent) of a prompt written request therefortherefor 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 promptly pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection 3.10(b), the Borrower shall not be required to compensate a Lender pursuant to this subsection 3.10(b) (i) 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 or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This subsection 3.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Notwithstanding anything herein to the contrary, the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Effective Date for all purposes herein.

Requirements of Law. (a) If In the adoption of or any change in event that any Requirement of Law or any change therein or in the interpretation or application thereof by any Governmental Authority or compliance by any Lender Bank with any directive, guideline or request from any Governmental Authority of or directive (in the United States, the United Kingdom or the jurisdiction in which such Bank shall maintain its headquarters or any Lending Office, whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall after the date hereof subject any Lender Bank to any tax or taxes (including Taxes) of any kind whatsoever (except for taxes on or measured by the overall net income of such Bank or its applicable Lending Office and taxes otherwise unrelated to the transactions contemplated by this Agreement) with respect to this Agreement, any Note, any Letter of Credit, any Application Note or any Eurodollar Loan Rate Advances or Competitive Bid Advances made by it, or change the basis of taxation of payments to such Lender in Bank of principal, fees, interest or any other amount payable hereunder (other than with respect thereof (except for Non-Excluded Taxes covered to taxes unrelated to the transactions contemplated by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lenderthis Agreement);; or (ii) shall after the date hereof impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement (other than reserve requirements to which Section 2.11(d) shall apply) against assets held by, deposits in 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 Lender Bank which is are not otherwise included in the determination of the Eurodollar Rate hereunder; or interest rate applicable to any Competitive Bid Advance and are not included within the scope of paragraph (iiii) shall impose on such Lender any other condition; of this Section 2.17(a), and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, Bank (or its Lending Office) of making, converting into, continuing renewing or maintaining any Eurodollar Loans Rate Advance or issuing or participating in Letters of Credit Competitive Bid Advance or to reduce any the amount received or receivable hereunder by such Bank (or its Lending Office) by or in respect thereofan amount that such Bank shall deem material, then, in any within thirty (30) days after demand by such caseBank (with a copy to the Operating Agent), the Borrower Company shall promptly pay such Lender upon written demand Bank any additional amounts necessary to compensate such Bank for such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making reduction. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any such demandBank to the Company and containing a description of the applicable Requirement of Law, each Lender agrees interpretation, application, directive, guideline or request and a calculation of such additional amounts shall be conclusive in the absence of manifest error. If the Company shall be required to pay any amount to any Bank pursuant to this Section 2.17(a), then such Bank shall use reasonable its best efforts (consistent with its internal policy and legal and regulatory restrictions and restrictions) to change the jurisdiction of its Lending Office so long as to eliminate any such efforts would payment by the Company which may thereafter accrue if, in the judgment of such Bank, such change shall not otherwise be disadvantageous to itsuch Bank. This covenant shall survive for five (5) years (or, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, case of the event by reason of which it has become so entitled. If matters referred to in (i) above, ten (10) years) after the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware termination of the imposition Commitments and payment of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional Advances and all other amounts pursuant to payable under this subsection for any period ending on a date which is prior to 120 days before such notificationAgreement. (b) If any Lender Bank shall have determined that the adoption introduction of or any change in any Requirement of Law applicable law, rule or regulation regarding capital adequacy adequacy, or any change in administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or application thereof administration thereof, or the compliance by such Lender any Bank (or its Lending Office) or any corporation controlling such Lender Bank with any request request, guideline or directive regarding capital adequacy (whether or not having the force of law) from of any Governmental Authority made subsequent to such authority, central bank or comparable agency, whether introduced, adopted, promulgated or issued before, on or after the date hereof shall have hereof, affects or would affect the effect amount of reducing the rate of return on capital required or expected to be maintained by such Lender's Bank or any corporation controlling such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which Bank and such Lender or such corporation could have achieved but for such adoption, change or compliance Bank (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacyadequacy and such Bank's or such corporation's desired return on capital) by an determines that the amount deemed by of such Lender capital is increased or such Bank's or such corporation's return on capital is reduced as a consequence of such Bank's obligations under this Agreement, then, upon demand of such Bank, the Company shall immediately pay to be materialsuch Bank, then from time to time, after submission time as specified by such Lender Bank, additional amounts sufficient to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender Bank or such corporation for such increase or reduction. Each Lender shall notify , as the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitledcase may be. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, foregoing sentence submitted by any such Lender Bank to the Borrower (with Company and containing a copy to the Administrative Agent) description of such law, rule, regulation, change, request, guideline or directive and a calculation of such additional amounts shall be conclusive in the absence of manifest error. The agreements in this subsection Company shall pay such Bank the amount shown as due on any such certificate within thirty (30) days after its receipt of the same. This covenant shall survive for five (5) years after the termination of this Agreement the Commitments and the payment of the Loans Advances and all other amounts payable under this Agreement. (c) In the event that the Company becomes obligated to pay additional amounts to any Bank pursuant to Section 2.17(b) then, unless such Bank has theretofore removed or cured the conditions creating the cause for such obligation to pay such additional amounts, after payment by the Company of all amounts owing to such Bank under Section 2.17(b), the Company may designate a Bank (not similarly affected under Section 2.17(b)) or another bank which is willing to become a Bank and is acceptable (which acceptance shall not be unreasonably withheld) to the Operating Agent (such Bank or bank being herein called a "Replacement Bank") to purchase the Advances of such Bank and such Bank's rights hereunder, without recourse to or warranty by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances payable to such Bank plus any accrued but unpaid interest on such Advances and accrued but unpaid fees and any other amounts payable to such Bank under this Agreement, and to assume the obligations of such Bank hereunder pursuant to Section 9.07(a), and, upon such purchase, such Bank shall no longer be a party hereto or have any rights hereunder and shall be relieved of all obligations to the Company hereunder (except for such rights as survive repayment of the Advances), and the Replacement Bank shall succeed to the rights (except for such rights of the assigning Bank as survive repayment of the Advances) and obligations of such Bank hereunder.

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 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 (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Eurocurrency Loan made or maintained by itit or its obligation to make or maintain Eurocurrency Loans, or change the basis of taxation of payments to such Lender in respect thereof (thereof, in each case except for Non-Excluded Taxes, Taxes covered arising under FATCA and Taxes measured by subsection 2.15 and changes or imposed upon the overall net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the rate case of such capital, net income taxes (including worth or branch profits taxes and minimum taxes) or franchise taxes (Taxes, imposed in lieu of such net income taxes) Tax), of such Lender)Lender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or (iii) shall impose on such 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 Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency Loans (or issuing or participating any Loan described in Letters of Credit clause (i) above) or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; receivable with respect to such Eurocurrency Loans (or any Loan described in clause (i) above), provided that before making that, in any such demandcase, each the Borrower may elect to convert the Eurocurrency Loans made by such Lender agrees hereunder to use reasonable efforts ABR Loans by giving the Administrative Agent at least one Business Day’s (consistent with its internal policy and legal and regulatory restrictions and so long or such shorter period as such efforts would not may be disadvantageous agreed to it, by the Administrative Agent in its reasonable discretion) notice of such election, in any legalwhich case the Borrower shall promptly pay to such Lender, economic or regulatory mannerupon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this subsection 3.10(a) and such amounts, if any, as may be required pursuant to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costsubsection 3.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the 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. If Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, through the Administrative Agent, to the Borrower so notifies shall be conclusive in the Administrative Agent within five Business Days after absence of manifest error. Notwithstanding anything to the contrary in this subsection 3.10(a), the Borrower shall not be required to compensate a Lender pursuant to this subsection 3.10(a) (i) 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 or (ii) for any increased cost pursuant to the foregoing provisions of this Sectionamounts, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails is applying this provision to so notify the Borrower within such 120-day period, such Lender in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This subsection 3.10 shall not be entitled to claim any additional survive the termination of this Agreement and the payment of the Loans and all other amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationpayable hereunder. (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 Authority, in each case, made subsequent to the date hereof Restatement Effective Date, does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its such Lender’s obligations or 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 ’s or such corporation's ’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 submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefortherefor 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 promptly pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection 3.10(b), the Borrower shall not be required to compensate a Lender pursuant to this subsection 3.10(b) (i) 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 or (ii) for any amounts, if such Lender is applying this provision to the Borrower in a manner that is inconsistent with its application of “increased cost” or other similar provisions under other syndicated credit agreements to similarly situated borrowers. This subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Notwithstanding anything to the contrary in this subsection 3.10, the Borrower shall not be required to pay any amount with respect to any additional cost or reduction specified in paragraph (a) or paragraph (b) above, to the extent such additional cost or reduction is attributable, directly or indirectly, to the application of, compliance with or implementation of specific capital adequacy requirements or new methods of calculating capital adequacy, including any part or “pillar” (including Pillar 2 (“Supervisory Review Process”)), of the International Convergence of Capital Measurement Standards: a Revised Framework, published by the Basel Committee on Banking Supervision in June 2004, or any implementation or adoption (whether voluntary or compulsory) thereof, whether by an EC Directive or the FSA Integrated Prudential Sourcebook or any other law or regulation, or otherwise.

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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 4.10, changes in the basis of taxation of, or the introduction of taxation on, the overall income of such Lender by any jurisdiction with respect to which a present or former connection exists between such Lender and such jurisdiction (other than any such connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document) and changes in the rate of net tax on the overall income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Borrower (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have determined in good faith 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 ’s or such corporation's ’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 ’s or such corporation's ’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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection 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 Subject to clause (c) of or this Section 2.13, if any change 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 made subsequent to the date hereof: shall (i) shall subject any Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded (x) Indemnified Taxes covered by subsection 2.15 and changes or Other Taxes indemnified pursuant to Section 2.14, or (y) any Taxes described in the rate of net income taxes clause (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lenderi); , (ii) shall or (iii) of the definition of Indemnified Taxes), (ii) 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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunder; or or (iii) shall impose on such Lender any other condition; , and the result of any of the foregoing is to increase the cost to such Lender, Lender by an amount which that such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower Borrowers shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Borrowers (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If Subject to clause (c) of this Section 2.13, 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 Lender) with any request or directive Change in Law 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 ’s or such corporation's ’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit Loans to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or such corporation's ’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 Borrowers (with a copy to the Administrative Agent) of a prompt written request therefortherefor (setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.13(b)), the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled Notwithstanding anything to claim any additional amounts the contrary in this Agreement (including clauses (a) and (b) above), reimbursement pursuant to this subsection, it Section 2.13 for increased costs arising from any market disruption (i) shall promptly notify be limited to circumstances generally affecting the Borrower banking market and (ii) may only be requested by Lenders representing the Majority Facility Lenders with a copy respect to the Administrative Agent) of the event by reason of which it has become so entitledapplicable Term Facility. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 2.13 submitted by such any Lender to the Borrower Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Borrowers shall pay such Lender the additional amount shown as due on any such certificate promptly after, and in any event within, 10 Business Days of, receipt thereof. Notwithstanding anything to the contrary in this subsection Section 2.13, the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.13 for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrowers 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 2.13 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Letter of Credit Request or any Eurodollar Loan Eurocurrency Loans made or maintained by itit or its obligation to make or maintain Eurocurrency Loans, or change the basis of taxation of payments to such Lender in respect thereof (thereof, in each case except for Non-Excluded Taxes covered and taxes measured by subsection 2.15 and changes or imposed upon the overall net income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the rate case of such capital, net income taxes (including worth or branch profits taxes and minimum taxes) or franchise taxes (, imposed in lieu of such net income taxes) tax), of such Lender)Lender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunder; or (iii) shall impose on such 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 Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Eurocurrency 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 Borrower Representative from such Lender, through the Administrative Agent, in accordance herewith, the applicable Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; receivable with respect to such Eurocurrency Loans, or Letters of Credit, provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) such Borrower may elect to designate a different Eurodollar lending office if convert the making Eurocurrency Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s notice of such designation would allow election, in which case the applicable Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender or its Eurodollar lending office pursuant to continue this subsection 4.10(a) and such amounts, if any, as may be required pursuant to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased costsubsection 4.12. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the BorrowerBorrower Representative, through the Administrative Agent, certifying (x) that one of the event by reason events described in this paragraph (a) has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of additional amount demanded by such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware and a reasonably detailed explanation of the imposition of such costs; provided that if such Lender fails calculation thereof. Such a certificate as to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts payable pursuant to this subsection for any period ending on a date which is prior submitted by such Lender, through the Administrative Agent, to 120 days before such notificationthe Borrower Representative shall be conclusive in the absence of manifest error. This subsection 4.10 shall survive the termination of this Agreement and the payment of the Revolving Loans and all other amounts payable hereunder. (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 Authority, in each case, made subsequent to the date hereof Closing Date, does or shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’s capital as a consequence of its such Lender’s obligations hereunder or under 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 ’s or such corporation's ’s policies with respect to capital adequacy) 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 Borrower Representative (with a copy to the Administrative Agent) of a prompt written request therefortherefor 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 applicable Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) Representative shall be conclusive in the absence of manifest error. The agreements in this This subsection 4.10 shall survive the termination of this Agreement and the payment of the Revolving Loans and all other amounts payable hereunder. (c) Notwithstanding anything to the contrary in this subsection 4.10, the Parent Borrower shall not be required to pay any amount with respect to any additional cost or reduction specified in paragraph (a) or paragraph (b) above, to the extent such additional cost or reduction is attributable, directly or indirectly, to the application of, compliance with or implementation of specific capital adequacy requirements or new methods of calculating capital adequacy, including any part or “pillar” (including Pillar 2 (“Supervisory Review Process”)), of the International Convergence of Capital Measurement Standards: a Revised Framework, published by the Basel Committee on Banking Supervision in June 2004, or any implementation or adoption (whether voluntary or compulsory) thereof, whether by an EC Directive or the FSA Integrated Prudential Sourcebook or any other law or regulation, or otherwise.

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 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 date hereofLaw: (i) shall subject any Lender or Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by itit (including, for the avoidance of doubt, any tax on such Lender’s loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 4.11 and changes the imposition of, or any change in rate of, (a) any taxes excluded from the rate definition of net income taxes (including branch profits taxes and minimum taxesNon-Excluded Taxes in Section 4.11(a) or franchise (b) taxes for which the Borrower is not required to pay an additional amount pursuant to clauses (imposed in lieu of net income taxesi) or (ii) of such Lenderthe second sentence of Section 4.11(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 Lender which or the Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender, the Issuing Lender or the London interbank market any other condition; and the result of any of the foregoing is to increase the cost to such Lender or the Issuing Lender, by an amount which that such Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans (or, in the case of any Change in Law with respect to taxes covered by this Section 4.10(a), any Loan) or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable by such Lender or such Issuing Lender hereunder in respect thereof, then, in any such case, the Borrower shall promptly within thirty days after receipt of written notice from such Lender or such Issuing Lender (which shall include the certificate described in clause (c) below) pay such Lender upon written demand or such Issuing Lender, any additional amount or amounts as will necessary to compensate such Lender or such Issuing Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender or the Issuing Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, 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. . (b) If any Lender or the Issuing Lender shall have determined that any Change in Law regarding capital adequacy has the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital, or on the capital of such Lender’s or such Issuing Lender’s holding company, 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 Issuing Lender or such holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, such Issuing Lender’s or such holding company’s policies with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, after submission by such Lender or such Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which shall include the certificate described in clause (c) below), the Borrower shall pay to such Lender or such Issuing Lender within 30 days after receipt of such notice such additional amount or amounts as will compensate such Lender, such Issuing Lender or such holding company for such reduction; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this paragraph for any amounts incurred more than four months prior to the date that such Lender or such Issuing Lender notifies the Borrower of such Lender’s or such Issuing 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 four-month period shall be extended to include the period of such retroactive effect. (c) A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender or the Issuing Lender to the Borrower with appropriate detail demonstrating how such amounts were derived (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in obligations of the Borrower pursuant to this subsection 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 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 date hereof:Closing Date (including, but not limited to, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and, in each case, all requests, rules, guidelines or directives thereunder or issued in connection therewith 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 the United States or foreign Governmental Authorities, in each case pursuant to Basel III): (i) shall subject the Administrative Agent, any Lender to any tax Tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Agreement or any Eurodollar EurodollarSOFR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof it (except for Non-Excluded Taxes or Other Taxes covered by subsection 2.15 Section 2.16 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lenderany Excluded 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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunderRateAdjusted Term SOFR; or (iii) shall impose on any such Lender or the London interbank market (by reasons of such Xxxxxx’s participation in the London interbank market) any other condition, cost or expense (other than Taxes) affecting this Agreement or Term Loans made by such Lender; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit EurodollarSOFR Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionparagraph, it shall promptly notify the Borrower, through Borrower (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof Closing Date shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's ’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 ’s or such corporation's ’s policies with respect to capital adequacyadequacy or liquidity requirements) 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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection Section 2.15, the Borrower shall not be required to compensate any Lender pursuant to this Section 2.15 for any amounts incurred more than 180 days 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 180 days period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.15 shall survive the termination of this Agreement and the payment of the Term 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 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 date hereof:hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan or LIBO Rate CAF Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 3.10 and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderRate, as the case may be; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit LIBO Rate CAF Advances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided provided, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would the Borrower shall not be disadvantageous required to it, in its reasonable discretion, in any legal, economic or regulatory manner) pay to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled any amounts under this paragraph for any period prior to claim any additional the date on which such Lender gives notice to the Borrower that such amounts pursuant to this subsection, are payable unless such Lender gives such notice within 180 days after it shall promptly notify the Borrower, through the Administrative Agent, became aware or should have become aware of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant giving rise to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationpayment obligation. (b) If any Lender shall have determined that after the date hereof 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify ; provided, that the Borrower shall not be required to pay to any Lender any amounts under this paragraph for any period prior to the date on which such Lender gives notice to the Borrower that such amounts are payable unless such Lender gives such notice within 120 180 days after it becomes became aware or should have become aware of the imposition of event giving rise to such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationpayment obligation. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. If any Change in Law applicable to any Lender: (a) If 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 made subsequent to the date hereof: (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any U.S. Letter of Credit, any Application Eurocurrency Loans or any Eurodollar Loan made by itits obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for (i) Non-Excluded Taxes covered by subsection 2.15 and changes Section 4.10 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 4.10(b)), (ii) the imposition of, or change in the rate of net income of, any taxes excluded pursuant to clauses (including branch profits taxes and minimum taxesA), (B), (C), (D) or (E) of Section 4.10(a)(i) and (iii) changes in taxes measured by or imposed upon the overall net income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate 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 Lender which is not otherwise included in the determination of the Eurodollar Eurocurrency Rate hereunder; (c) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Loans; or (iiid) shall impose on such any Lender or the London interbank market any other condition, cost or expense (other than with respect to taxes) affecting this Credit Agreement or Eurocurrency Loans made by such Lender or any other extensions of credit hereunder or participation therein; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans any Eurocurrency Loan, or issuing or participating in Letters any U.S. Letter of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower Borrowers from such Lender, through the Agent, in accordance herewith, the Borrowers shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic each applicable Borrower may elect to (x) in the case of Eurocurrency Loans of Airgas that are denominated in U.S. Dollars, convert such Eurocurrency Loans to U.S. Base Rate Loans and (y) in the case of (1) Eurocurrency Loans of a Foreign Borrower that are denominated in U.S. Dollars or regulatory manner(2) any Eurocurrency Loans that are denominated in a Foreign Currency, convert such Eurocurrency Loans to designate a different Eurodollar lending office Loans that bear interest at such rate as the Agent and the applicable Borrower shall agree adequately reflects the cost to such Lender of maintaining such Loan, in each case by giving the Agent at least one Business Day’s notice of such election, in which case such applicable Borrowers shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 4.11; provided further, however, that if the result of any the foregoing shall be to decrease the cost to any Lender of making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need formaintaining any Eurocurrency Loan, or reduce of issuing or participating in any U.S. Letter of Credit by a material amount, then such Lender will credit to the applicable Borrowers an amount of, equal to such increased costdecreased costs. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrowerprovide prompt notice thereof to Airgas, through the Administrative Agent, certifying (x) that one of the event by reason events described in this Section 4.9 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in Each Lender agrees that it will promptly refund any amounts received by it pursuant to this subsection Section 4.9 that were erroneously billed to the Borrowers, together with interest thereon at the U.S. Base Rate. This covenant shall survive the termination of this Credit 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 2.17 and the establishment of a tax based on the net income of such Lender and changes in the rate of tax on the net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or materially reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionsubsection 2.16, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Sectionsubsection 2.16(a), the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate ABR Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if subsection 2.10 and shall, additionally, reimburse such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationcost in accordance with subsection 2.18. (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 Lender, to the Borrower (with a copy to Borrower, through the Administrative Agent) , of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsectionsubsection 2.16, showing in reasonable detail the calculation thereof in reasonable detailand certifying that it is generally charging such costs to other similarly situated borrowers under similar credit facilities, submitted by such any Lender to the Borrower (with a copy to through the Administrative Agent) Agent shall be conclusive in the absence of manifest error, provided that the determination of such amounts shall be made in good faith in a manner generally consistent with such Lender's standard practices. The agreements in obligations of the Borrower pursuant to this subsection 2.16 shall 49 44 survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhereunder for a period of nine months thereafter.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 3.14 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.14(b)) and changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiic) shall impose on such 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 Lender, by an amount which such 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, upon notice to the Borrower from such Lender, through the Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Agent at least one Business Day’s notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrower shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.15. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 3.13, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this Section 3.13 has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 3.13 submitted by such Lender Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

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 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 date hereofAuthority: (i) does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Note or any Eurodollar Loan Loans made by it, or change the basis of taxation of payments to such Lender in respect thereof of principal, interest or any other amount payable hereunder (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender), it being understood and agreed that, in the case of a Non-U.S. Lender that does not comply with clause (A) of subsection 4.18(e), this clause (i) shall apply only to the extent that it would have applied if such Non-U.S. Lender were able to comply with clause (A) of subsection 4.18(e); (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 Lender which is are not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting intoconverting, continuing renewing or maintaining Eurodollar Loans advances or issuing or participating in Letters extensions of Credit credit or to reduce any amount receivable hereunder hereunder, in each case, in respect thereofof its Eurodollar Loans, then, in any such case, the Borrower Borrower, shall promptly pay such Lender upon written demand such Lender, on demand, any additional amount or amounts as will necessary to compensate such Lender on an after-tax basis for such increased additional cost or reduced amount receivable; provided that before making any receivable which such demand, each Lender agrees deems to use reasonable efforts (consistent be material as determined by such Lender with its internal policy and legal and regulatory restrictions and so long as respect to such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid together with interest on each such amount from the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant date demanded until payment in full thereof at a rate per annum equal to the foregoing provisions of this Section, ABR plus the Borrower may convert all Eurodollar Applicable Margin for Revolving Credit Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationare ABR Loans. (b) If In the event that at any time after the date hereof any Change in Law with respect to any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or shall, in the interpretation opinion of such Lender, require that any Commitment of such Lender be treated as an asset or application thereof or compliance otherwise be included for purposes of calculating the appropriate amount of capital to be maintained 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 Lender, and such Change in Law shall have the effect of reducing the rate of return on such Lender's ’s or such corporation's capital ’s capital, as the case may be, as a consequence of its such Lender’s obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation corporation, as the case may be, could have achieved but for such adoption, change or compliance Change in Law (taking into consideration account such Lender's ’s or such corporation's policies ’s policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission time following notice by such Lender to the Borrower of such Change in Law as provided in paragraph (with a copy to the Administrative Agentc) of a prompt written request thereforthis subsection 4.20, within 15 days after demand by such Lender, the Borrower shall promptly pay to such 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. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionsubsection 4.20, it shall promptly notify the Borrower (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 Borrower through the Administrative Agent of any increased costs pursuant to paragraph (a) of this subsection 4.20, the Borrower 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 with respect to such Lender, it will, if requested by the Borrower, 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 Eurodollar 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 Borrower, through the Administrative Agent, of any increased costs pursuant to paragraph (b) of this subsection 4.20, the Borrower 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 subsection 4.21, reduce or terminate the Revolving Credit Commitments in accordance with subsection 4.4. (d) A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements covenants contained in this subsection 4.20 shall survive the termination of this Agreement and the payment repayment of the Loans and all other amounts payable hereunderoutstanding Loans.

Requirements of Law. (ai) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender First Priority Holder 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 date hereofIssue Date: (iA) shall subject any Lender First Priority Holder to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by itFirst Priority Security, or change the basis of taxation of payments to such Lender First Priority Holder in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender)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 Lender First Priority Holder which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iiiC) shall impose on such Lender First Priority Holder any other condition; and the result of any of the foregoing is to increase the cost to such LenderFirst Priority Holder, by an amount which such Lender First Priority Holder deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit this First Priority Security, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower Company shall promptly pay such Lender First Priority Holder, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender First Priority Holder for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender First Priority Holder becomes entitled to claim any additional amounts pursuant to this subsectionParagraph 2(d)(i), then it shall promptly notify the Borrower, through Company (with a copy to the Administrative Agent, First Priority Indenture Trustee) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (bii) If any Lender First Priority Holder 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 First Priority Holder or any corporation controlling such Lender First Priority Holder 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 First Priority Holder’s or such corporation's ’s capital as a consequence of its obligations hereunder or under any Letter of Credit the First Priority Indenture to a level below that which such Lender First Priority Holder or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's First Priority Holder’s or such corporation's ’s policies with respect to capital adequacy) by an amount deemed by such Lender First Priority Holder to be material, then from time to time, after submission by such Lender First Priority Holder to the Borrower Company (with a copy to the Administrative AgentFirst Priority Indenture Trustee) of a prompt written request therefor, the Borrower Company shall promptly pay to such Lender First Priority Holder such additional amount or amounts as will compensate such Lender First Priority Holder for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (ciii) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Paragraph 2(d) submitted by such Lender any First Priority Holder to the Borrower Company (with a copy to the Administrative AgentFirst Priority Indenture Trustee) shall be conclusive in the absence of manifest error. The agreements in obligations of the Company pursuant to this subsection Paragraph 2(d) shall survive the termination maturity or redemption, as the case may be, of this Agreement and the payment of the Loans First Priority Security and all other amounts payable hereunder.

Requirements of Law. (a) If the adoption of or any change in any Requirement of Law law or in the interpretation or application thereof or compliance by any Lender Foothill 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 date hereof: (i) shall subject any Lender Foothill to any tax tax, levy, charge, fee, reduction or withholding of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Agreement or any Eurodollar Loan made by itLoan, or change the basis of taxation of payments to such Lender Foothill in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 taxes and the establishment of a tax based on the net income of Foothill or changes in the rate of tax on the net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such LenderFoothill); (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 Loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderFoothill; or or (iii) shall impose on such Lender Foothill any other conditioncondition with respect to this Agreement or any Loan; and the result of any of the foregoing is to increase the cost to such LenderFoothill, by an amount which such Lender Foothill deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit to increase the cost to Foothill, by an amount which Foothill deems to be material, or to reduce any amount receivable hereunder in respect of Loans, or to forego any other sum payable thereunder or make any payment on account thereof, then, in any such case, the Borrower Borrowers shall promptly pay such Lender Foothill, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender Foothill for such increased cost or reduced amount receivable; provided provided, however, that before making any such demand, each Lender Foothill agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender Foothill or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost. If any Lender Foothill becomes entitled to claim any additional amounts pursuant to this subsectionSection 2.14, it Foothill shall promptly notify the Borrower, through the Administrative Agent, Borrowers of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 2.14 submitted by Foothill to Borrowers shall be conclusive in the absence of manifest error. If the Borrower Borrowers so notifies the Administrative Agent notify Foothill within five 5 Business Days after any Lender Foothill notifies the Borrower Borrowers of any increased cost pursuant to the foregoing provisions of this SectionSection 2.14, the Borrower Borrowers may convert all Eurodollar Rate Loans of such Lender then outstanding into Base Reference Rate Loans loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day periodSection 2.12 and, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection additionally, reimburse Foothill for any period ending on a date which is prior to 120 days before such notificationcost in accordance with Section 2.15. (b) If any Lender Foothill shall have determined that the adoption of or any change in any Requirement of Law law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender Foothill or any corporation Person controlling such Lender Foothill 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 increasing the amount of capital required to be maintained or reducing the rate of return on such LenderFoothill's or such corporationPerson's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender Foothill or such corporation Person could have achieved but for such adoption, change or compliance (taking into consideration such LenderFoothill's or such corporationPerson's policies with respect to capital adequacy) by an amount deemed by such Lender Foothill to be material, then from time to time, after submission by such Lender Foothill to the Borrower (with a copy to the Administrative Agent) Borrowers of a prompt written request therefor, the Borrower Borrowers shall promptly pay to such Lender Foothill such additional amount or amounts as will compensate Foothill or such Lender Person for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If In the adoption of or event that, at any change time after the date hereof, 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 made subsequent to the date hereofAuthority: (i) does or shall subject any Agent or Lender (or its Lending Office) to any tax fee of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Note or any Eurodollar Loan Term Benchmark Loans or RFR Loans made by it, or change the basis of taxation imposition of payments to any such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender)fee; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge, liquidity 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 Lender which is are not otherwise included in the determination of the Eurodollar Term SOFR Rate hereunderor Daily Simple SOFR Rate; (iii) subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiiiv) does or shall impose on such 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 Lender, by an amount which such Lender deems to be material, of making, converting intocontinuing, continuing converting, renewing or maintaining Eurodollar Loans advances or issuing or participating in Letters extensions of Credit credit or to reduce any amount receivable hereunder hereunder, in each case, in respect thereofof its Term Benchmark Loans or RFR Loans, then, in any such case, the Borrower Company, shall promptly pay such Lender, on demand, any additional amounts necessary to compensate such Lender upon written for such additional cost or reduced amount receivable as determined by such Lender with respect to such Term Benchmark Loans or RFR Loans 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 for Revolving Credit Loans which are ABR Loans. (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 Lender, require that any Commitment of such Lender be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital or liquidity 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 or liquidity, as the case may be, as a consequence of such Xxxxxx’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 and liquidity), then from time to time following notice by such Lender to the Company of such Change in Law as provided in clause (c) of this Section 5.20, within fifteen (15) days after demand by such Lender, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, for such increased cost or reduced amount receivable; provided that before making any reduction. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this Section 5.20(b) based on the occurrence of a Change in Law unless such demandLender is generally seeking compensation from other borrowers in the United States loan market with respect to its similarly affected commitments, each Lender agrees loans and/or participations under agreements with such borrowers having provisions similar to use reasonable efforts this Section 5.20(b). (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory mannerc) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 5.20, it shall promptly notify the Borrower, Company through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender The Company shall not be entitled required to claim make any payments to any Lender for any additional amounts pursuant to this subsection for any period ending on a date which is 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 120 or within one hundred and eighty (180) days before after the date on which such notification. (b) Xxxxxx became entitled to claim such amounts. If any Lender shall have determined that has notified the adoption Company through the Administrative Agent of or any change in increased costs pursuant to clause (a) of this Section 5.20, the Company at 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 time thereafter may, upon at least two (whether or not having the force of law2) 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, after submission by such Lender to the Borrower (with a copy Business Days’ notice to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date Agent (which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower Lenders thereof), and subject to Section 5.21, prepay or convert into ABR Loans all (but not a part) of the Term Benchmark Loans and/or RFR Loans then outstanding. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of clause (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 copy 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 clause (b) of this Section 5.20, the Company at any time thereafter may, upon at least three (3) Business Days’ notice to the Administrative AgentAgent (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) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to Xxxxxx, through the Administrative Agent) , to the Company shall be conclusive in the absence of manifest error. The agreements covenants contained in this subsection Section 5.20 shall survive the termination of this Agreement and the payment repayment of the Loans and all other amounts payable hereunderoutstanding Loans.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (i) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Rate Loans made by itit or its obligation to make Eurodollar Rate Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 2.12 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 2.12(b)) and changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such 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 Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar 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, upon notice to the Borrower from such Lender, through the Agent, in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written its demand such and without duplication, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making in any such case, the Borrower (after payment of all amounts due under this Section 2.11) may elect to convert the Eurodollar Rate 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 Lender, upon demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount ofwithout duplication, such increased costamounts, if any, as may be required pursuant to Section 2.13. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 2.11, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the event by reason events described in this paragraph (a) has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section 2.11 submitted by such Lender Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit 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 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 date hereof: (i) does or shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof of principal, facility fee, interest or any other amount payable hereunder (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender), provided however, this subsection 2.15(a)(i) shall not apply to Taxes which are addressed in Section 2.17; (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 Lender which is are not otherwise included in the determination of the Eurodollar Rate hereunder; orcovered by subsection 2.15(b); (iii) does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing making or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereofhereunder, then, in any such case, the Borrower Company shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased additional cost or reduced amount receivable; provided that before making receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its Eurodollar Loans. A certificate as to any additional amounts payable pursuant to this subsection submitted by such demandLender, each through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this subsection; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material. (consistent b) In addition to amounts which may become payable from time to time pursuant to paragraph (a) of this subsection, the Company agrees to pay to each Lender which requests compensation under this paragraph (b) (by notice to the Company), on the last day of each Interest Period with its internal policy and legal and regulatory restrictions and respect to any Eurodollar Loan made by such Lender, so long as such efforts would not Lender shall be disadvantageous required to itmaintain reserves against "Eurocurrency liabilities" under Regulation D of the Board of Governors of the Federal Reserve System (or, in its reasonable discretion, in so long as such Lender may be required by such Board of Governors or by any legal, economic or regulatory manner) other Governmental Authority to designate a different Eurodollar lending office if maintain reserves against any other category of liabilities which includes deposits by reference to which the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make interest rate on Eurodollar Loans is determined as provided in this Agreement or to continue to fund against any category of extensions of credit or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans other assets of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if which includes any Eurodollar Loans), an additional amount (determined by such Lender fails and notified to so notify the Borrower within Company) representing such 120-day periodLender's calculation or, if an accurate calculation is impracticable, reasonable estimate (using such reasonable means of allocation as such Lender shall determine) of the actual costs, if any, incurred by such Lender during such Interest Period as a result of the applicability of the foregoing reserves to such Eurodollar Loans, which amount in any event shall not be entitled exceed the product of the following for each day of such Interest Period: (i) the principal amount of the Eurodollar Loans made by such Lender to claim any additional amounts pursuant to this subsection for any period ending which such Interest Period relates outstanding on such day; and (ii) the difference between (x) a date fraction (expressed as a decimal) the numerator of which is prior the Eurodollar Rate (expressed as a decimal) applicable to 120 days before such notificationEurodollar Loan and the denominator of which is one minus the maximum rate (expressed as a decimal) at which such reserve requirements are imposed by such Board of Governors or other Governmental Authority on such date minus (y) such numerator; and (iii) a fraction the numerator of which is one and the denominator of which is 360. (bc) 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 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 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 15 days after submission demand by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request thereforLender, the Borrower Company shall promptly pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction. Each . (d) Notwithstanding anything to the contrary contained herein, the Company shall not have any obligation to pay to any Lender shall notify amounts owing under this subsection 2.15 for any period which is more than 60 days prior to the Borrower within 120 days after it becomes aware of date upon which the imposition of such additional amount or amountsrequest for payment therefor is delivered to the Company; provided that if such in no event shall the Company have any obligation to pay to any Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this owing under subsection 2.15(b) for any period ending on a date which is prior to 120 days before the commencement of the Interest Period in effect at the time a demand for payment is made by such notificationLender. (ce) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection 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 applicable to any Lender, 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 Authority, in each case made subsequent to the Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with on or in respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 3.9 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.9(b)) and changes in taxes measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such Lender);Lender or any branch or Affiliate thereof; or (iib) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar condition or 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Agent, in accordance herewith, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrower may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Prime Rate Loans by giving the making Agent at least one Business Day’s notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrower shall promptly pay to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.10. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (a) that one of the event by reason of which it events described in this Section 3.8 has become so entitled. If occurred and describing in reasonable detail the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans nature of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day periodevent, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have determined that as to the adoption of increased cost or any change in any Requirement of Law regarding capital adequacy or in reduced amount resulting from such event and (c) as to the interpretation or application thereof or compliance additional amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection shall be submitted by such Lender Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) and shall be conclusive in the absence of manifest error. The agreements in No demand for payment under this subsection Section shall be made unless the Lender shall make comparable demands of other similarly situated borrowers. This covenant shall survive the termination of this Credit 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Loan, any Note, any Letter of Credit, any Application Credit or any Eurodollar Loan made by it, Letter of Credit Application or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes taxes covered by subsection 2.15 Section 4.7 and the establishment of a tax based on the net income of such Lender or changes in the rate of tax on the net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 (including, without limitation, letters of credit) by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate hereunderLender; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such 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 participating in Letters maintaining any Letter of Credit or participation therein or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or materially reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 4.6, it shall promptly notify (in any event no later than 90 days after such Lender becomes entitled to make such claim) the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. 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 SectionSection 4.6, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Alternate Base Rate Loans in accordance with Section 2.11 and, additionally, reimburse such Lender for any cost in accordance with Section 4.8. This covenant shall survive the terms hereof. Each Lender shall notify termination of this Agreement and the Borrower within 120 days after it becomes aware payment of the imposition of Notes and all other amounts payable hereunder for nine months following such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationtermination and repayment. (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 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 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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled required to claim any additional amount or amounts compensate a Lender pursuant to this subsection paragraph for any period ending on a date which is amounts incurred more than ninety days prior to 120 days before the date that such notificationlender 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 ninety day period shall be extended to include the period of such retroactive effect. This covenant shall survive the termination of this Agreement and the payment of any Notes and all other amounts payable hereunder for nine months following such termination and repayment. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, Section 4.6 showing in reasonable detail the calculation thereof in reasonable detailand certifying that the applicable Lender is generally charging such costs to other similarly situated borrowers under similar credit facilities, submitted by such Lender Lender, through the Administrative Agent, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection 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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 2.17 and the establishment of a tax based on the net income of such Lender and changes in the rate of tax on the net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or materially reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionsubsection 2.16, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Sectionsubsection 2.16(a), the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate ABR Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if subsection 2.10 and shall, additionally, reimburse such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notificationcost in accordance with subsection 2.18. (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 62 57 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 Lender, to the Borrower (with a copy to Borrower, through the Administrative Agent) , of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsectionsubsection 2.16, showing in reasonable detail the calculation thereof in reasonable detailand certifying that it is generally charging such costs to other similarly situated borrowers under similar credit facilities, submitted by such any Lender to the Borrower (with a copy to through the Administrative Agent) Agent shall be conclusive in the absence of manifest error, provided that the determination of such amounts shall be made in good faith in a manner generally consistent with such Lender's standard practices. The agreements in obligations of the Borrower pursuant to this subsection 2.16 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderhereunder for a period of nine months thereafter.

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 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 date hereof: (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Letter of Credit Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered indemnified by subsection 2.15 Section 2.19, taxes excluded from indemnification under Section 2.19 and changes in the rate of tax on the overall net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such 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 Lender which that is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other conditioncondition relating to funding of assets that would include Loans or the income or earnings in respect thereof (except for Non-Excluded Taxes indemnified by Section 2.19, taxes excluded from indemnification under Section 2.19 and changes in the rate of tax on the overall net income of such Lender); and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower, through Borrower (with a copy to the Administrative Agent, ) of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (b) If any Lender shall have determined in good faith 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 ’s or such corporation's ’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 ’s or such corporation's ’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 prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, Section submitted by such any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements Notwithstanding anything to the contrary in this subsection 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 In the adoption of or event that, at any change time after the date hereof, 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 made subsequent to the date hereofAuthority: (i) does or shall subject any Agent or Lender (or its Lending Office) to any tax fee of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Note or any Eurodollar Loan Term Benchmark Loans or RFR Loans made by it, or change the basis of taxation imposition of payments to any such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender)fee; (ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan loan, insurance charge, liquidity 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 Lender which is are not otherwise included in the determination of the Eurodollar Term SOFR Rate hereunderor Daily Simple SOFR Rate; (iii) subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiiiv) does or shall impose on such 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 Lender, by an amount which such Lender deems to be material, of making, converting intocontinuing, continuing converting, renewing or maintaining Eurodollar Loans advances or issuing or participating in Letters extensions of Credit credit or to reduce any amount receivable hereunder hereunder, in each case, in respect thereofof its Term Benchmark Loans or RFR Loans, then, in any such case, the Borrower Company, shall promptly pay such Lender, on demand, any additional amounts necessary to compensate such Lender upon written for such additional cost or reduced amount receivable as determined by such Lender with respect to such Term Benchmark Loans or RFR Loans 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 for Revolving Credit Loans which are ABR Loans. (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 Lender, require that any Commitment of such Lender be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital or liquidity 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 or liquidity, as the case may be, as a consequence of such Lxxxxx’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 and liquidity), then from time to time following notice by such Lender to the Company of such Change in Law as provided in clause (c) of this Section 5.20, within fifteen (15) days after demand by such Lender, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, for such increased cost or reduced amount receivable; provided that before making any reduction. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this Section 5.20(b) based on the occurrence of a Change in Law unless such demandLender is generally seeking compensation from other borrowers in the United States loan market with respect to its similarly affected commitments, each Lender agrees loans and/or participations under agreements with such borrowers having provisions similar to use reasonable efforts this Section 5.20(b). (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory mannerc) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection 5.20, it shall promptly notify the Borrower, Company through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender The Company shall not be entitled required to claim make any payments to any Lender for any additional amounts pursuant to this subsection for any period ending on a date which is 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 120 or within one hundred and eighty (180) days before after the date on which such notification. (b) Lxxxxx became entitled to claim such amounts. If any Lender shall have determined that has notified the adoption Company through the Administrative Agent of or any change in increased costs pursuant to clause (a) of this Section 5.20, the Company at 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 time thereafter may, upon at least two (whether or not having the force of law2) 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, after submission by such Lender to the Borrower (with a copy Business Days’ notice to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date Agent (which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower Lenders thereof), and subject to Section 5.21, prepay or convert into ABR Loans all (but not a part) of the Term Benchmark Loans and/or RFR Loans then outstanding. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of clause (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 copy 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 clause (b) of this Section 5.20, the Company at any time thereafter may, upon at least three (3) Business Days’ notice to the Administrative AgentAgent (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) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to Lxxxxx, through the Administrative Agent) , to the Company shall be conclusive in the absence of manifest error. The agreements covenants contained in this subsection Section 5.20 shall survive the termination of this Agreement and the payment repayment of the Loans and all other amounts payable hereunderoutstanding Loans.

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 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 Closing Date (or, if later, the date hereof:on which such Lender becomes a Lender): (ia) shall subject any such Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit, any Application Credit or any Eurodollar Loan Loans made by itit or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 2.15 Section 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 taxes t measured by or imposed upon the rate of overall net income taxes (including branch profits taxes and minimum taxes) income, or franchise taxes tax (imposed in lieu of such net income taxes) tax), of such LenderLender or its applicable lending office, branch, or any affiliate thereof);; or (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 Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; oror t (iiic) shall impose on such 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 Lender, by an amount which such 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 Borrower Borrowers from such Lender, through the Agent, in accordance herewith, the Borrowers shall be jointly and severally obligated to pay promptly pay to such Lender Lender, upon written demand such its demand, any additional amount or amounts as will necessary to compensate such Lender for such increased cost or reduced amount receivable; , provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretionthat, in any legalsuch case, economic or regulatory manner) the Borrowers may elect to designate a different convert the Eurodollar lending office if Loans made by such Lender hereunder to Base Rate Loans by giving the making Agent at least one Business Day's notice of such designation would allow election, in which case the Lender or its Eurodollar lending office Borrowers shall be jointly and severally obligated to continue pay promptly to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need forsuch Lender, or reduce the amount ofupon demand, without duplication, such increased costamounts, if any, as may be required pursuant to Section 3.11. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify provide prompt notice thereof to the Borrower, Borrowers through the Administrative Agent, certifying (x) that one of the event by reason events described in this paragraph (a) has occurred and describing in reasonable detail the nature of which it has become so entitled. If such event, (y) as to the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant or reduced amount resulting from such event and (z) as to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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 amount demanded 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 and 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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware reasonably detailed explanation of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on calculation thereof. Such a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, subsection submitted by such Lender Lender, through the Agent, to the Borrower (with a copy to the Administrative Agent) Borrowers shall be conclusive and binding on the parties hereto in the absence of manifest error. The agreements in this subsection This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

Requirements of Law. (a) If In the adoption of or event that, at any change time after the date hereof 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 made subsequent to the date hereofAuthority: (i) does or shall subject any Lender, Transferee or Issuing Lender to any tax of any kind whatsoever taxes with respect to this Agreement, any Note, any Eurodollar Loans or any Letter of Credit, any Application or any Eurodollar Loan Credit made by it, it or change the basis of taxation of payments to such Lender in respect thereof (except for other than (A) Non-Excluded Taxes covered by subsection 2.15 and changes or Other Taxes or (B) the imposition of, or change in the rate of, any taxes excluded from the definition of net income taxes (including branch profits taxes and minimum taxes) or franchise taxes (imposed in lieu of net income taxes) of such Lender“Non-Excluded Taxes” pursuant to subsection 4.20(a)); (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 Lender which is are not otherwise included in the determination of the Eurodollar Rate hereunderRate; or (iii) does or shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender (or, in the case of (i), to such Lender, by an amount which such Lender deems to be materialTransferee or Issuing Lender) of converting, of making, converting into, continuing renewing or maintaining Eurodollar Loans advances or issuing or participating in Letters extensions of Credit 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 Borrower shall promptly pay such Lender upon written (or, in the case of (i), such Lender, Transferee or Issuing Lender), on demand, any additional amounts necessary to compensate such Lender (or, in the case of (i), such Lender, Transferee or Issuing Lender) on an after-tax basis for such additional cost or reduced amount receivable (other than (A) Non-Excluded Taxes or Other Taxes or (B) the imposition of, or change in the rate of, any taxes excluded from the definition of “Non-Excluded Taxes” pursuant to subsection 4.20(a)) which such Lender (or, in the 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 (which Applicable Margin shall, with respect to Letters of Credit, be the Applicable Margin with respect to Revolving Credit ABR Loans). (b) In the event that at any time after the date hereof any Change in Law with respect to any Lender or the Issuing Lender shall, in the opinion of such Lender or the Issuing Lender, as the case may be, have the effect of reducing the rate of return on such Lender’s, the Issuing Lender’s or such corporation’s capital, as the case may be, as a consequence of the obligations of such Lender or the Issuing Lender, as the case may be, hereunder to a level below that which such Lender, the Issuing Lender or such corporation, as the case may be, could have achieved but for such Change in Law (taking into account such Lender’s, the Issuing Lender’s or such corporation’s policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Lender, as the case may be, to be material, then from time to time following notice by such Lender or the Issuing Lender, as the case may be, to the Borrower of such Change in Law as provided in paragraph (c) of this subsection 4.18, within 15 days after demand by such Lender or the Issuing Lender, as the case may be, the Borrower shall pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Lender or such corporation, as the case may be, on an after-tax basis for such increased cost or reduced amount receivable; provided that before making reduction. (c) If any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar lending office if the making of such designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such increased cost. If any Issuing Lender becomes entitled to claim any additional amounts pursuant to this subsectionsubsection 4.18, it shall promptly notify the Borrower, Borrower through the Administrative Agent, of the event by reason of which it has become so entitled. If any Lender has notified the Borrower so notifies through the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost costs pursuant to the foregoing provisions paragraph (a) of this Sectionsubsection 4.18, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day periodat any time thereafter may, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy upon at least two Working Days’ notice to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date Agent (which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower Lenders thereof), and subject to subsection 4.19, 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 4.18 or entitling a Lender to receive additional amounts under paragraph (a) or (c) of subsection 4.20 with respect to such Lender, it will, if requested by the Borrower, 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 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 copy to manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. (d) A certificate submitted by such Lender, 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 subsection, showing the calculation thereof in reasonable detail, submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements covenants contained in this subsection 4.18 shall survive the termination of this Agreement and the payment repayment of the Loans outstanding Loans. (e) The Borrower agrees that the provisions of the foregoing paragraphs (a) and all other amounts payable hereunder(b) and the provisions of each L/C Application providing for reimbursement or payment to the Issuing Lender in the event of the imposition or implementation of, or increase in, any reserve, special deposit, capital adequacy or similar requirement in respect of the Letter of Credit relating thereto shall apply equally to each Participating Lender in respect of its L/C Participating Interest in such Letter of Credit, as if the references in such paragraphs and provisions referred to, where applicable, such Participating Lender or any corporation controlling such Participating Lender.

Requirements of Law. (a) If In the adoption of or event that any change after the date ------------------- hereof in any Requirement of Law law, regulation or directive 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 governmental authority, agency or instrumentality not in effect on the date hereof: (ia) does or shall subject any Lender or the Issuing Bank to any tax of any kind whatsoever (other than any income or franchise tax) with respect to this Agreement, any NoteNote or any Loan made hereunder, or any Letter of Credit, any Application or any Eurodollar Loan made by itCredit issued hereunder, or change the basis of taxation of payments to such any Lender in respect thereof or the Issuing Bank of principal, fee, commission, interest or any other amount payable hereunder (except for Non-Excluded Taxes covered by subsection 2.15 and changes in the rate or amount of net any income taxes (including branch profits taxes and minimum taxes) or franchise taxes (tax imposed in lieu of net income taxes) of on such LenderLender or the Issuing Bank); (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 any Lender which is not otherwise included in 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 Lender or Issuing Bank, as the result of any of the foregoing is to increase the cost to such Lendercase may be, by an amount which such 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 upon written demand such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable; provided that before making any such demand, each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory mannerrestrictions) to designate a different Eurodollar lending office if the making of such a designation would allow the Lender or its Eurodollar lending office to continue to perform its obligations to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid the need foravoid, or reduce the amount of, such increased costadditional cost or reduced amount, and would not, in the reasonable judgment of such Lender or Issuing Bank, as the case may be, be otherwise disadvantageous to such Lender or Issuing Bank. If any Lender or the Issuing Bank becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such costs; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (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, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a prompt written request therefor, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender shall notify the Borrower within 120 days after it becomes aware of the imposition of such additional amount or amounts; provided that if such Lender fails to so notify the Borrower within such 120-day period, such Lender shall not be entitled to claim any additional amount or amounts pursuant to this subsection for any period ending on a date which is prior to 120 days before such notification. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, 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. A certificate statement incorporating the calculation as to any additional amounts payable pursuant to this subsection, showing the calculation thereof in reasonable detail, foregoing sentence submitted by such the affected Lender or the Issuing Bank, as the case may be, to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.