Common use of Changes in Law Clause in Contracts

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. If, If by reason of (i) any change after the date hereof, the adoption of any applicable Law or any change Closing Date in any applicable Law law, treaty, rule, or regulation or any change in the interpretation or administration application thereof by any Governmental Authority, or (ii) compliance by any the Underlying Issuer or Lender (or its Applicable Lending Office) with any request direction, request, or directive requirement (irrespective of whether or not having the force of law) of any such Governmental Authority:Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowingreserve, its Notesdeposit, or its obligation to loan Eurodollar Rate Borrowings, similar requirement is or change the basis of taxation of any amounts payable to such Lender (shall be imposed or its Applicable Lending Office) under the Loan Documents modified in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income Letter of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);Credit issued hereunder, or (ii) there shall impose, modify, be imposed on the Underlying Issuer or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents regarding any Underlying Letter of Credit or any Letter of such extensions of credit or liabilities or commitmentsCredit issued pursuant hereto; and the result of any of the foregoing is to increase increase, directly or indirectly, the cost to such Lender (or its Applicable Lending Office) of issuing, making, converting into, continuingguaranteeing, or maintaining any Eurodollar Rate Borrowings Letter of Credit or to reduce the amount receivable in respect thereof by Lender, then, and in any sum such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingis reduced, then Borrower notify Administrative Borrower, and Borrowers shall pay to such Lender within 15 days after on demand such amount or amounts as will Lender may specify to be necessary to compensate such Lender for such increased additional cost or reductionreduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. If The determination by Lender of any Lender requests compensation amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Borrower under this Section 4.1(aAdministrative Borrower, shall be delivered within thirty (30) days after such request), Borrower mayshall, by notice to such Lender (with a copy to Administrative Agent)in the absence of manifest or demonstrable error, suspend the obligation of such Lender to loan or continue Borrowings be final and conclusive and binding on all of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedparties hereto.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (the introduction of, or its Applicable Lending Office) to any Tax change in, or in the interpretation of any Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or other charge Administrative Body charged with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);administration thereof; or (ii) shall impose, modify, the compliance with any guideline or deem applicable request from any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit central bank or other assets ofAdministrative Body which a Lender, or acting reasonably, determines that it is required to comply with, there will be any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making, converting into, continuingfunding or maintaining the Credit Facility, or maintaining there will be any Eurodollar Rate Borrowings or reduction in the effective return to reduce any sum received or receivable such Lender thereunder, then, subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender within 15 days quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after demand taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount of the Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Sections 9.2 and 10.6, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount or amounts as will compensate may be necessary to fully satisfy the contingent obligations of such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this all outstanding Bankers’ Acceptances in accordance with the arrangements set out in Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested10.6.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. IfIf any Change in Law, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change other than changes in the interpretation rate of tax on the overall net income of a Lender or administration thereof by taxes other than Non-Excluded Taxes, shall: (a) impose, modify, increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, including without limitation, to the extent considered in the calculation of the LIBOR Rate) any Governmental Authorityspecial deposit, reserve, assessment, liquidity, capital adequacy, insurance charge or compliance by any Lender (or its Applicable Lending Office) with any request or directive other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any such Governmental Authority:Lender, or (ib) shall subject such impose on any Lender (or its Applicable Lending Office) to the Administrative Agent any Tax other conditions, requirements, cost or other charge expense with respect to any Eurodollar this Credit Agreement, the other Loan Documents, the LIBOR Rate BorrowingLoans, its Notes, or its obligation such Lender’s Commitment to loan Eurodollar make LIBOR Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets ofLoans, or any deposits with or other liabilities class of loans or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or which any of the LIBOR Rate Loans or such extensions of credit or liabilities or commitments; Lender’s Commitment to make LIBOR Rate Loans forms a part, and the result of any of the foregoing is is: (i) to increase the cost to such any Lender (or its Applicable Lending Office) of making, converting intofunding, continuingissuing, renewing, extending or maintaining any Eurodollar of the LIBOR Rate Borrowings Loans or such Lender’s Commitment to make LIBOR Rate Loans, or (ii) to reduce the amount of principal, interest, or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the LIBOR Rate Loans, or (iii) to require such Lender or the Administrative Agent to make any payment or to reduce forego any interest or other sum payable hereunder in respect of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with Administrative Agent from the Borrower hereunder in respect thereof, then, subject to any Eurodollar Rate BorrowingSection 5.6.3, then Borrower shall pay pay, as set forth in Section 5.6.4, such additional amounts to such Lender within 15 days after demand such amount or amounts as will compensate such Lender for such increased cost or such reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, requested until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable)effect; provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law Law, or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar 30 REVOLVING CREDIT AGREEMENT Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents Papers in respect of any Eurodollar Rate Borrowings (other than with respect to Taxes imposed on the overall net income of such Lender by any jurisdiction and other than liabilities, interest, and penalties incurred as a result of the jurisdiction in which gross negligence or wilful misconduct of such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents Papers or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the actual cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents Papers with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reductionreduction as provided in SECTION 3.15(c) below. If any Lender requests compensation by Borrower under this Section 4.1(aSECTION 3.15(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 SECTION 3.18 shall be applicable); providedPROVIDED, that THAT such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. (a) If, after the date hereofAmendment and Restatement Date, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or Administrative Body charged with the administration thereof; (ii) imposition on any Lender to such Lender (maintain any capital adequacy or its Applicable Lending Office) under the Loan Documents additional capital requirements in respect of any Eurodollar Rate Borrowings Advances or commitments hereunder, or any other condition with respect to this Agreement; or (iii) the compliance with any guideline or request from any central bank or other than Taxes imposed Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there will be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining an Accommodation, or there will be any reduction in the effective return to such Lender thereunder, then, subject to Section 10.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, and all interest and other amounts received, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 10.1, the Borrower will have the option to convert the Accommodation to another type of Accommodation in accordance with the terms of this Agreement, in respect of which no further Additional Compensation will be payable or prepay any amount of the applicable Credit Facility owed to the Lender entitled to receive the Additional Compensation without obligation to make a corresponding prepayment to any other Lender. (c) Notwithstanding anything contained in this Section 10.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on 54411012.5 Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the “New Rules”) shall, in 54411012.5 each case, be deemed a “change in Law” under Section 10.1(a)(i) regardless of the date enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the overall net income of Amendment and Restatement Date, and (iii) such Lender by New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedoperates.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable to such Lender (Law, whether having the force of law or its Applicable Lending Office) under not, resulting in the Loan Documents in respect imposition or increase of reserves, deposits or similar requirements by any Eurodollar Rate Borrowings (other than Taxes imposed on central bank or Administrative Body charged with the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)administration thereof; (ii) shall imposethe imposition on any Lender or its Lender Parent or requirement on any Lender or its Lender Parent to maintain any additional capital adequacy or capital requirements in respect of any Advances, modify, Accommodations or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets ofcommitments hereunder, or any deposits other condition with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunderrespect to this Agreement; or (iii) shall impose on such the compliance with any guideline or request from any central bank or other Administrative Body which a Lender (or its Applicable Lending Office) or the London interbank market Lender Parent, acting reasonably, determines that it is required to comply with, there will be any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (or its Applicable Lending Office) Lender Parent of agreeing to make or making, converting into, continuingfunding or maintaining an Accommodation, or maintaining there will be any Eurodollar Rate Borrowings reduction in the effective return to such Lender or its Lender Parent thereunder, then, subject to reduce any sum received or receivable Section 11.1(b), the Borrower will, within 10 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender within 15 days after demand such amount or amounts as its Lender Parent, acting reasonably, determines will compensate it, after taking into account all applicable Taxes (other than Taxes on income) and all interest and other amounts received, for any such increased costs or reduced returns incurred or suffered by such Lender for such increased cost or reduction. its Lender Parent. (b) If any Lender requests compensation by Borrower under this Additional Compensation is payable pursuant to Section 4.1(a11.1(a), the Borrower maywill have the option to convert the Accommodation to another type of Accommodation, by notice to in accordance with the terms of this Agreement, in respect of which no further such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan Additional Compensation will be payable or continue Borrowings prepay any amount of the Type with respect Credit Facilities owed to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender entitled to receive the compensation so requestedAdditional Compensation, subject always to Sections 8.2 and 9.2 without obligation to make a corresponding prepayment to any other Lender. (c) Notwithstanding anything contained in this Section 11.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States, Canadian or foreign regulatory authority, in each case pursuant to Basel III (collectively, the “New Rules”) shall, in each case, be deemed a “change in Law” under Section 11.1(a)(i) regardless of the date enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks or their Affiliates which are subject to the New Rules in question.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents this Agreement or its Notes in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment commitments of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents this Agreement or its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to materially increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents this Agreement or its Notes with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requestedEurodollar Rate Borrowings, or to convert Borrowings of any other Type into Borrowings of such TypeEurodollar Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right right of such Lender to receive the compensation so requested.

Changes in Law. IfIn the event that, after subsequent to the date hereofwhich is the 90th day prior to the Closing Date, (1) any changes in any existing law, regulation, treaty or directive or in the adoption of administration, interpretation or application thereof, (2) any applicable Law new law, regulation, treaty or directive enacted or any change in any applicable Law administration, interpretation or application thereof, or (3) compliance by Agent or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request request, guideline or directive (whether or not having the force of law) of from any such Governmental Authority: (i) does or shall subject such Agent or any Lender (or its Applicable Lending Office) to any Tax or other charge tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Eurodollar Rate Borrowing, its Notes, Loans made or its obligation to loan Eurodollar Rate BorrowingsLetters of Credit issued hereunder, or change the basis of taxation of payments to Agent or any amounts Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to such Lender (interest or its Applicable Lending Office) under commitment Fees or other Fees payable hereunder or changes in the Loan Documents in respect rate of any Eurodollar Rate Borrowings (other than Taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office Agent or such Applicable Lending OfficeLender);; or (ii) shall impose, modify, does or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Agent or any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting or increased cost in connection with the Loan Documents transactions contemplated hereby or any of such extensions of credit or liabilities or commitmentsparticipations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender (or its Applicable Lending Office) of making, converting into, continuing, issuing or maintaining any Eurodollar Rate Borrowings Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce any sum received amount receivable hereunder or receivable under any other Loan Document, then, in any such case, Borrower shall promptly pay to Agent or such Lender, upon its demand, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to this Agreement or the other Loan Documents. If Agent or such Lender within 15 days after demand such amount becomes entitled to claim any additional amounts pursuant to this Section 1.9(b), it shall promptly notify Borrower of the event by reason of which Agent or amounts as will compensate such Lender for has become so entitled within 90 days of such increased cost event. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender to Borrower (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requestedif applicable) shall, or to convert Borrowings of any other Type into Borrowings of such Typeabsent manifest error, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); providedfinal, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedconclusive and binding for all purposes.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower Borrowers shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower the Borrowers under this Section 4.1(a), Borrower the Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable to such Lender (Law, whether having the force of law or its Applicable Lending Office) under not, resulting in the Loan Documents in respect imposition or increase of reserves, deposits or similar requirements by any Eurodollar Rate Borrowings (other than Taxes imposed on central bank or Administrative Body charged with the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);administration thereof; or (ii) shall impose, modify, the compliance with any guideline or deem applicable request from any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit central bank or other assets ofAdministrative Body which a Lender, or acting reasonably, determines that it is required to comply with, there will be any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making, converting into, continuingfunding or maintaining a Credit Facility, or maintaining there will be any Eurodollar Rate Borrowings or reduction in the effective return to reduce any sum received or receivable such Lender thereunder, then, subject to Section 11.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender within 15 days quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after demand taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to prepay any amount of the Credit Facilities owed to the Lender entitled to receive the Additional Compensation, subject always to Section 8.2, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under a Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount or amounts as will compensate may be necessary to fully satisfy the contingent obligations of such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this all outstanding Bankers' Acceptances in accordance with the arrangements set out in Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested18.4.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall Shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall Shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall Shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or Credit Agreement 50 to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for the portion of such increased cost or reductionreduction that relate to such Eurodollar Rate Borrowing. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. IfIn the event that, after subsequent to the date hereofwhich is the 90th day prior to the Restatement Date, (1) any changes in any existing law, regulation, treaty or directive or in the adoption of administration, interpretation or application thereof, (2) any applicable Law new law, regulation, treaty or directive enacted or any change in any applicable Law administration, interpretation or application thereof, or (3) compliance by either Co-Administrative Agent or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request request, guideline or directive (whether or not having the force of law) of from any such Governmental Authority: (i) does or shall subject such either Co-Administrative Agent or any Lender (or its Applicable Lending Office) to any Tax or other charge tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Eurodollar Rate Borrowing, its Notes, Loans made or its obligation to loan Eurodollar Rate BorrowingsLetters of Credit issued hereunder, or change the basis of taxation of payments to either Co-Administrative Agent or any amounts Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to such Lender (interest or its Applicable Lending Office) under commitment Fees or other Fees payable hereunder or changes in the Loan Documents in respect rate of any Eurodollar Rate Borrowings (other than Taxes imposed tax on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office Co-Administrative Agent or such Applicable Lending OfficeLender);; or (ii) shall impose, modify, does or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such either Co-Administrative Agent or any Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting or increased cost in connection with the Loan Documents transactions contemplated hereby or any of such extensions of credit or liabilities or commitmentsparticipations herein; and the result of any of the foregoing is to increase the cost to any such Co-Administrative Agent or any such Lender (or its Applicable Lending Office) of making, converting into, continuing, issuing or maintaining any Eurodollar Rate Borrowings Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce any sum received amount receivable hereunder or receivable under any other Loan Document, then, in any such case, Borrower shall promptly pay to such Co-Administrative Agent or such Lender, upon its demand, any additional amounts necessary to compensate such Co-Administrative Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by such Co-Administrative Agent or such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to this Agreement or the other Loan Documents. If such Co-Administrative Agent or such Lender within 15 days after demand becomes entitled to claim any additional amounts pursuant to this Section 1.9(b), it shall promptly notify Borrower of the event by reason of which such amount Co-Administrative Agent or amounts as will compensate such Lender for has become so entitled within 90 days of such increased cost event. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by such Co-Administrative Agent or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender to Borrower (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requestedif applicable) shall, or to convert Borrowings of any other Type into Borrowings of such Typeabsent manifest error, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); providedfinal, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedconclusive and binding for all purposes.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law Law, or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents Papers in respect of any Eurodollar Rate Borrowings (other than with respect to Taxes imposed on the overall net income of such Lender by any jurisdiction and other than liabilities, interest, and penalties incurred as a result of the jurisdiction in which gross negligence or wilful misconduct of such Lender has its principal office or such Applicable Lending OfficeLender); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents Papers or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the actual cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents Papers with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reductionreduction as provided in SECTION 3.15(c) below. If any Lender requests compensation by Borrower under this Section 4.1(aSECTION 3.15(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 SECTION 3.18 shall be applicable); providedPROVIDED, that THAT such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower Borrowers shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 4.1(a), Borrower Restricted Borrowers may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall Shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall Shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall Shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for the portion of such increased cost or reductionreduction that relate to such Eurodollar Rate Borrowing. If any Lender requests compensation by Borrower under this Section 4.1(aSECTION 4.1(A), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); provided, provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (the introduction of, or its Applicable Lending Office) to any Tax change in, or in the interpretation of any Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or other charge Administrative Body charged with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);administration thereof; or (ii) shall impose, modify, the compliance with any guideline or deem applicable request from any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit central bank or other assets ofAdministrative Body which a Lender, or acting reasonably, determines that it is required to comply with, there will be any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making, converting into, continuingfunding or maintaining the Credit Facility, or maintaining there will be any Eurodollar Rate Borrowings or reduction in the effective return to reduce any sum received or receivable such Lender thereunder, then, subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender within 15 days quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after demand taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount of the Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Sections 9.2 and 10.6, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount or amounts as will compensate may be necessary to fully satisfy the contingent obligations of such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this all outstanding Bankers' Acceptances in accordance with the arrangements set out in Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested10.6.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable to such Lender (Law, whether having the force of law or its Applicable Lending Office) under not, resulting in the Loan Documents in respect imposition or increase of reserves, deposits or similar requirements by any Eurodollar Rate Borrowings (other than Taxes imposed on central bank or Administrative Body charged with the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);administration thereof; or (ii) shall impose, modify, the compliance with any guideline or deem applicable request from any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit central bank or other assets ofAdministrative Body which a Lender, or acting reasonably, determines that it is required to comply with, there will be any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making, converting into, continuingfunding or maintaining the Credit Facility, or maintaining there will be any Eurodollar Rate Borrowings or reduction in the effective return to reduce any sum received or receivable such Lender thereunder, then, subject to Section 10.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender within 15 days quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after demand taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 10.1(a), the Borrower will have the option to prepay any amount of the Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Section 8.2, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount or amounts as will compensate may be necessary to fully satisfy the contingent obligations of such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this all outstanding Bankers' Acceptances in accordance with the arrangements set out in Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested17.4.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender Holder (or its Applicable Lending Office) with any request or directive (whether or not having the force of lawLaw) of any such Governmental Authority: (i) shall subject such Lender Holder (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, Borrowing or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender Holder (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender Holder by the jurisdiction in which such Lender Holder has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Holder (or its Applicable Lending Office), including the commitment of such Lender Holder hereunder; or (iii) shall impose on such Lender Holder (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender Holder (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender Holder (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower Borrowers shall pay to such Lender within 15 days after Holder on demand such amount or amounts as will compensate such Lender Holder for such increased cost or reduction. If any Lender Holder requests compensation by Borrower Borrowers under this Section 4.1(a), Borrower Borrowers may, by notice to such Lender Holder (with a copy to Administrative Agent), suspend the obligation of such Lender Holder to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender Holder to receive the compensation so requested.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable to such Lender (Law, whether having the force of law or its Applicable Lending Office) under not, resulting in the Loan Documents in respect imposition or increase of reserves, deposits or similar requirements by any Eurodollar Rate Borrowings (other than Taxes imposed on central bank or Administrative Body charged with the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);administration thereof; or (ii) shall impose, modify, the compliance with any guideline or deem applicable request from any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit central bank or other assets ofAdministrative Body which a Lender, or acting reasonably, determines that it is required to comply with, there will be any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making, converting into, continuingfunding or maintaining the Credit Facility, or maintaining there will be any Eurodollar Rate Borrowings or reduction in the effective return to reduce any sum received or receivable such Lender thereunder, then, subject to Section 11.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender within 15 days quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after demand taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to prepay any amount of the Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Section 8.2, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount or amounts as will compensate may be necessary to fully satisfy the contingent obligations of such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this all outstanding Bankers' Acceptances in accordance with the arrangements set out in Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested18.4.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents this Agreement or its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. (a) If, after the date hereofAmendment and Restatement Date, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or Administrative Body charged with the administration thereof; (ii) imposition on any Lender to such Lender (maintain any capital adequacy or its Applicable Lending Office) under the Loan Documents additional capital requirements in respect of any Eurodollar Rate Borrowings Advances or commitments hereunder, or any other condition with respect to this Agreement; or (iii) the compliance with any guideline or request from any central bank or other than Taxes imposed Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there will be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining an Accommodation, or there will be any reduction in the effective return to such Lender thereunder, then, subject to Section 10.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, and all interest and other amounts received, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 10.1, the Borrower will have the option to convert the Accommodation to another type of Accommodation in accordance with the terms of this Agreement, in respect of which no further Additional Compensation will be payable or prepay any amount of the applicable Credit Facility owed to the Lender entitled to receive the Additional Compensation without obligation to make a corresponding prepayment to any other Lender. (c) Notwithstanding anything contained in this Section 10.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the “New Rules”) shall, in each case, be deemed a “change in Law” under Section 10.1(a)(i) regardless of the date enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the overall net income of Amendment and Restatement Date, and (iii) such Lender by New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedoperates.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (the introduction of, or its Applicable Lending Office) to any Tax change in, or in the interpretation of any Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or other charge Administrative Body charged with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);administration thereof; or (ii) shall impose, modify, the compliance with any guideline or deem applicable request from any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit central bank or other assets ofAdministrative Body which a Lender, or acting reasonably, determines that it is required to comply with, there will be any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making, converting into, continuingfunding or maintaining the Credit Facility, or maintaining there will be any Eurodollar Rate Borrowings or reduction in the effective return to reduce any sum received or receivable such Lender thereunder, then, subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender within 15 days quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after demand taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount of the Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Sections 9.2 and 10.6, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount or amounts as will compensate may be necessary to fully satisfy the contingent obligations of such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under all outstanding Bankers' Acceptances in accordance with the arrangements set out in Section 10.6. (c) Notwithstanding anything contained in this Section 4.1(a)12.1, Borrower maythe D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by notice to such Lender the Bank for International Settlements, the Basel Committee on Banking Supervision (with or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the "New Rules") shall, in each case, be deemed a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings "change in Law" under Section 12.1(a)(i) regardless of the Type with respect date enacted, adopted or issued but only to which such compensation is requestedthe extent (i) applicable to a Lender claiming Additional Compensation, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedoperates.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents this Agreement or its Notes in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment commitments of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents this Agreement or its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to materially increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents this Agreement or its Notes with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requestedEurodollar Rate Borrowings, or to convert Borrowings of any other Type into Borrowings of such TypeEurodollar Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the Right right of such Lender to receive the compensation so requested.. d-699365.10 37 CoorsTek Credit Agreement -------------------------

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); providedPROVIDED, that THAT such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower Borrowers (jointly and severally) shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section SECTION 4.1(a), Borrower Borrowers may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Changes in Law. IfIf any Change in Law, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change other than changes in the interpretation rate of Tax on the overall net income of a Lender, shall: (a) impose, modify, increase or administration thereof by render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, including, without limitation, to the extent considered in the calculation of the LIBOR Rate) any Governmental Authorityspecial deposit, reserve, assessment, liquidity, capital adequacy, insurance charge or compliance by any Lender (or its Applicable Lending Office) with any request or directive other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any such Governmental Authority:Lender, or (ib) shall subject such impose on any Lender (or its Applicable Lending Office) to the Administrative Agent any Tax other conditions, requirements, cost or other charge expense with respect to any Eurodollar this Credit Agreement, the other Loan Documents, the LIBOR Rate BorrowingLoans, its Notes, or its obligation such Lender’s Commitment to loan Eurodollar make LIBOR Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets ofLoans, or any deposits with or other liabilities class of loans or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or which any of the LIBOR Rate Loans or such extensions of credit or liabilities or commitments; Lender’s Commitment to make LIBOR Rate Loans forms a part, and the result of any of the foregoing is is: (i) to increase the cost to such any Lender (or its Applicable Lending Office) of making, converting intofunding, continuingissuing, renewing, extending or maintaining any Eurodollar of the LIBOR Rate Borrowings Loans or such Lender’s Commitment to make LIBOR Rate Loans, or (ii) to reduce the amount of principal, interest, or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the LIBOR Rate Loans, or (iii) to require such Lender or the Administrative Agent to make any payment or to reduce forego any interest or other sum payable hereunder in respect of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with Administrative Agent from the Borrower hereunder in respect thereof, then, subject to any Eurodollar Rate BorrowingSection 5.6.3, then Borrower shall pay pay, as set forth in Section 5.6.4, such additional amounts to such Lender within 15 days after demand such amount or amounts as will compensate such Lender for such increased cost or such reduction. If any Lender requests compensation by Borrower under ; provided that, notwithstanding anything to the contrary in this Section 4.1(a)5.6.1, Borrower maythis Section 5.6.1 shall not apply to Non-Excluded Taxes, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedgoverned solely by Section 5.2.2.

Changes in Law. If, after In the date hereof, the adoption of any applicable Law or event that any change in any applicable Law requirement of law or any change in the interpretation or administration thereof by any Governmental Authorityapplication thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of hereafter issued from any such central bank or other Governmental Authority: : (ia) shall subject such Lender (hereafter imposes, modifies or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem holds applicable any reserve, special deposit, assessmentcapital adequacy, compulsory loan or similar requirement relating to any extensions of credit against assets held by, or deposits or other assets liabilities in or for the account of, advances or loans by, or other credit extended by, or any deposits other acquisition of funds by, any office of Lender; or (b) hereafter has the effect of reducing the rate of return on Lender’s capital as a consequence of Lender’s obligations under this Agreement to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy); or other liabilities or commitments of, such (c) hereafter imposes on Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, renewing or maintaining any Eurodollar Rate Borrowings loans or extensions of credit or to reduce any sum received or amount receivable by under this Agreement, any of the other Loan Documents, the Environmental Indemnity Agreement, any Interest Rate Cap Agreement and any Collateral Assignment of Interest Rate Cap Agreement; then, in any such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingcase described above in this Section 2.9, then Borrower shall promptly pay to such Lender within 15 days after demand such amount or Lender, upon demand, any additional amounts as will necessary to compensate such Lender for such increased additional cost or reductionreduced amount receivable (collectively, “Regulatory Costs”) provided that such obligation to pay Regulatory Costs shall be applied to Borrower on a nondiscriminatory basis along with other borrowers similarly situated to Borrower. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.9, Lender requests compensation shall provide Borrower with not less than ten (10) days’ notice specifying in reasonable detail the event by reason of which Lender has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Section 4.1(a)Agreement, Borrower maythe other Loan Documents, by notice to such Lender (with a copy to Administrative Agent)the Environmental Indemnity Agreement, suspend the obligation any Interest Rate Cap Agreement and any Collateral Assignment of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedInterest Rate Cap Agreement.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or Administrative Body charged with the administration thereof; (ii) the imposition on any Lender or requirement on any Lender to such Lender (maintain any additional capital adequacy or its Applicable Lending Office) under the Loan Documents capital requirements in respect of any Eurodollar Rate Borrowings Advances or commitments hereunder, or any other condition with respect to this Agreement; or (iii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there will be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining an Accommodation, or there will be any reduction in the effective return to such Lender thereunder, then, subject to Section 11.1(b), the Borrower will, within 10 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes (other than Taxes imposed on income) and all interest and other amounts received, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the overall net income Borrower will have the option to convert the Accommodation to another type of Accommodation, in accordance with the terms of this Agreement, in respect of which no further such Additional Compensation will be payable or prepay any amount of the Credit Facilities owed to the Lender entitled to receive the Additional Compensation, subject always to Section 8.2 without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the Credit Facilities, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to fully satisfy the contingent obligations of such Lender for all outstanding Bankers’ Acceptances in accordance with the arrangements similar to those set out in Section 9.5. (c) Notwithstanding anything contained in this Section 11.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the “New Rules”) shall, in each case, be deemed a “change in Law” under Section 11.1(a)(i) regardless of the date enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedoperates.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notesthe introduction of, or its obligation to loan Eurodollar Rate Borrowingsany change in, or change in the basis of taxation interpretation of any amounts payable Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or Administrative Body charged with the administration thereof;‌‌‌ (ii) imposition on any Lender to such Lender (maintain any capital adequacy or its Applicable Lending Office) under the Loan Documents additional capital requirements in respect of any Eurodollar Rate Borrowings Advances or commitments hereunder, or any other condition with respect to this Agreement; or (iii) the compliance with any guideline or request from any central bank or other than Taxes imposed on Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there will be any increase in the overall net income cost to such Lender of agreeing to make or making, funding or maintaining an Accommodation, or there will be any reduction in the effective return to such Lender thereunder, then, subject to Section 11.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, and all interest and other amounts received, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to convert the Accommodation to another type of Accommodation in accordance with the terms of this Agreement, in respect of which no further Additional Compensation will be payable or prepay any amount of the applicable Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Section 9.5 without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the applicable Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to fully satisfy the contingent obligations of such Lender for all outstanding Bankers’ Acceptances in accordance with the arrangements similar to those set out in Section 9.5.‌ (c) Notwithstanding anything contained in this Section 11.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the “New Rules”) shall, in each case, be deemed a “change in Law” under Section 11.1(a)(i) regardless of the date enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrower shall pay to such Lender within 15 days after demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedoperates.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authoritydue to either: (i) shall subject such Lender (the introduction of, or its Applicable Lending Office) to any Tax change in, or in the interpretation of any Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or other charge Administrative Body charged with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);administration thereof; or (ii) shall impose, modify, the compliance with any guideline or deem applicable request from any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit central bank or other assets ofAdministrative Body which a Lender, or acting reasonably, determines that it is required to comply with, there will be any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making, converting into, continuingfunding or maintaining the Credit Facility, or maintaining there will be any Eurodollar Rate Borrowings or reduction in the effective return to reduce any sum received or receivable such Lender thereunder, then, subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowingof such event, then Borrower shall pay to such Lender within 15 days quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after demand taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount of the Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Sections 9.2 and 10.6, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount or amounts as will compensate may be necessary to fully satisfy the contingent obligations of such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under all outstanding Bankers’ Acceptances in accordance with the arrangements set out in Section 10.6. (c) Notwithstanding anything contained in this Section 4.1(a)12.1, Borrower maythe ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by notice to such Lender the Bank for International Settlements, the Basel Committee on Banking Supervision (with or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the “New Rules”) shall, in each case, be deemed a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings “change in Law” under Section 12.1(a)(i) regardless of the Type with respect date enacted, adopted or issued but only to which such compensation is requestedthe extent (i) applicable to a Lender claiming Additional Compensation, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedoperates.

Changes in Law. (a) If, after the date hereof, the adoption of any applicable Law (whether or not having the force of law) or any change therein or in the interpretation or application thereof by any applicable Law court or by any Administrative Body or any change in other entity charged with the interpretation or administration thereof by any Governmental Authority, or compliance by any a Lender (or its Applicable Lending Office) with any request or directive direction (whether or not having the force of law) of any such Governmental Authorityauthority or entity hereafter: (i) shall subject subjects such Lender (to, or its Applicable Lending Office) to any Tax causes the withdrawal or other charge termination of a previously granted exemption with respect to to, any Eurodollar Rate Borrowing, its NotesTaxes (other than Taxes on such Lender's overall income), or its obligation to loan Eurodollar Rate Borrowings, or change changes the basis of taxation of any amounts payable payments due to such Lender (Lender, or its Applicable Lending Office) under the Loan Documents in respect of increases any Eurodollar Rate Borrowings existing Taxes (other than Taxes imposed on such Lender's overall income) on payments of principal, interest or other amounts payable by the overall net income of Borrower to such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)under this Agreement; (ii) shall imposeimposes, modify, modifies or deem deems applicable any reserve, liquidity, special deposit, assessment, regulatory or similar requirement relating to any extensions of credit against assets or other assets liabilities held by, or deposits in or for the account of, or loans by such Lender, or any deposits with or other liabilities acquisition of funds for loans or commitments ofto fund loans or obligations in respect of undrawn, committed lines of credit; (iii) imposes on such Lender or requires there to be maintained by such Lender any capital adequacy or additional capital requirements (including, without limitation, a requirement which affects such Lender's allocation of capital resources to its obligations) in respect of any Borrowing or its Applicable Lending Office)obligation of such Lender hereunder, including or any other condition with respect to this Agreement; or (iv) directly or indirectly affects the commitment cost to such Lender of making available, funding or maintaining any Borrowing or otherwise imposes on such Lender any other condition or requirement affecting this Agreement or any Borrowing or any obligation of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any (i), (ii), (iii) or (iv) above, in the sole determination of the foregoing is such Lender acting in good faith, is: (v) to increase the cost to such Lender of performing its obligations hereunder with respect to any Borrowing; (or its Applicable Lending Officevi) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum amount received or receivable by such Lender (hereunder or its Applicable Lending Officeeffective return hereunder or on its capital in respect of any Borrowing or the Credit Facility; or (vii) under the Loan Documents to cause such Lender to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Lender hereunder with respect to any Eurodollar Rate BorrowingBorrowing or the Credit Facility; such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost, then payments to be made or reduction in income or return or interest foregone (herein referred to as "Additional Compensation"). Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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, Canadian or other regulatory authorities, in each case pursuant to Basel III ((i) and (ii) being, the "New Rules"), shall in each case be deemed to be a "change in law" for the purposes of this Section 11.1, regardless of the date enacted, adopted or issued, in each case to the extent that such New Rules are materially different from those Laws which are in full force and effect on the Closing Date. Upon a Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, the Lender shall promptly so notify the Borrower and the Agent. The relevant Lender shall provide the Borrower and the Agent with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of such Lender setting forth the Additional Compensation and the basis of calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay to such Lender within 15 days after demand 10 Banking Days of the giving of such amount or amounts as will compensate notice such Lender for Lender's Additional Compensation. Each of the Lenders shall be entitled to be paid such increased cost or reduction. If Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender requests compensation by has previously been paid any Additional Compensation. (b) Each Lender agrees that it will not claim Additional Compensation from the Borrower under this Section 4.1(a), Borrower may, by notice 11.1(a) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of a period greater than 90 days prior to such Lender (with a copy to Administrative Agent), suspend the obligation notification of such Lender to loan claim unless, in the latter case, the adopted change or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition circumstance giving rise to such request ceases to be claim for Additional Compensation is retroactive in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requestedeffect.