Common use of Increased Costs, Illegality, etc Clause in Contracts

Increased Costs, Illegality, etc. (a) In the event that the Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOR; or (ii) at any time, that the Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by an law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank with any governmental request (whether or not having force of law); then, and in any such event, the Bank shall promptly give notice (by telephone confirmed in writing) to each of the Borrowers. Thereafter (x) in the case of clause (i) above, the Fixed Rate Loans shall no longer be available until such time as the Bank notifies the Borrowers that the circumstances giving rise to such notice by the Bank no longer exist, and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (y) in the case of clause (ii) above, each relevant Borrower shall pay to the Bank, within two Business Days after written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determine) as shall be required to compensate the Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bank, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers by the Bank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, taken one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.

Increased Costs, Illegality, etc. (a) In the event that the Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): If either (i) on the introduction of or any Interest Determination Date that, by reason change in any law or regulation or in the interpretation or administration of any changes arising after law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOR; hereof or (ii) at the compliance with any time, that the Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of any change since guideline enacted after the date of this Agreement in any applicable law or governmental rule, regulation, order hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) (subjects Lender or in the interpretation or administration thereof and including the introduction any corporation controlling Lender to any tax of any new law kind whatsoever with respect to this Agreement, or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in changes the basis of taxation of payments to the Bank or its applicable lending office Lender of the principal of or interest on the Notes principal, commissions, fees, interest, or any other amounts amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by an law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank with any governmental request (whether or not having force of lawsuch taxes); then, and in any such event, the Bank shall promptly give notice (by telephone confirmed in writing) to each of the Borrowers. Thereafter (x) in the case of clause (i) above, the Fixed Rate Loans shall no longer be available until such time as the Bank notifies the Borrowers that the circumstances giving rise to such notice by the Bank no longer exist, and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the case cost to Lender of clause (ii) aboveagreeing to make or making, each relevant funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to the Bank, within two Business Days after written demand therefor, such Lender additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determine) as shall be required sufficient to compensate the Bank Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice cost. A certificate as to the additional amounts owed to the Bank, showing the basis for the calculation thereofamount of such increased cost, submitted to each of the relevant Borrowers Borrower by the Bank Lender, shall be conclusiveconclusive and binding for all purposes, absent manifest error); and (z) in the case of clause (iii) above, taken one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.

Increased Costs, Illegality, etc. (a) In the event that (x) in the Bank case of clause (i) below, the Administrative Agent, (y) in the case of clauses (ii) and (iii) below, any Lender, or (z) in the case of clause (iv) below, any Lender or the Administrative Agent, shall have reasonably determined (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBO Rate for any Interest Determination Date that, Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORLIBO Rate; or (ii) at any time, that the Bank such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan LIBOR Loans (other than any increase or reduction attributable to Taxes) because of (x) any change since the date of this Agreement hereof in any applicable law or law, governmental rule, regulation, guideline or order or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order guideline or requestorder), such as, for example, but not limited towithout limitation, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, and/or (y) other circumstances affecting the interbank LIBOR market or the position of such Lender in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBORsuch market; or (iii) at any time, that the making or continuance of any Fixed Rate LIBOR Loan has been made (x) become unlawful as a result of compliance by an law or such Lender in good faith with any law, governmental rule, regulation regulation, guideline or orderorder (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market; or (yiv) impossible by compliance by at any time, that any change in law occurring after the Bank with date hereof shall subject any governmental request Lender or Agent to any Taxes (whether other than (A) Indemnified Taxes or not having force (B) Excluded Taxes) on its loans, loan principal, letters of law)credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; then, and in any such event, such Lender (or the Bank Administrative Agent, in the case of clauses (i) and (iv) above) shall promptly within a reasonable time thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (x) in the case of clause (i) above, the Fixed Rate LIBOR Term Loans and LIBOR Revolving Credit Loans shall no longer be available until such time as the Bank Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Request for Notice of Borrowing or Notice of Conversion given by a the Borrower with respect to Fixed Rate LIBOR Term Loans which or LIBOR Revolving Credit Loans that have not yet been incurred shall may be revoked by the Borrower by telephonic or electronic notice to the Administrative Agent and, if no such revocation is timely sent by the Borrower, the Borrower will be deemed rescinded by to have converted any such Borrower; request into a request for a Borrowing of or conversion to -67- ABR Loans, (y) in the case of clause clauses (ii) and (iv) above, each relevant the Borrower shall pay to the Banksuch Lender or Agent, within two Business Days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank such Lender or Agent in its sole reasonable discretion shall determine) as shall be required to compensate the Bank such Lender or Agent for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to the Banksuch Lender or Agent, showing in reasonable detail the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lender shall, absent manifest clearly demonstrable error); , be final and conclusive and binding upon all parties hereto) and (z) in the case of clause subclause (iii) above, taken the Borrower shall take one of the actions specified in subclauses (A) or (B), as applicable, of Section 1.10(b2.10(b) as promptly as possible and, in any event, within the time period required by law.. (b) At any time that (A) any LIBOR Loan denominated in Dollars is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b), or (B) any LIBOR Loan denominated in an Alternative Currency is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) prepay each such LIBOR Loan or (y) keep such LIBOR Loan outstanding, in which case the LIBO Rate with respect to such Loan shall be deemed to be the rate reasonably determined by such Lender as the all-in-cost of funds to fund such Loan with maturities comparable to the Interest Period applicable thereto. (c) (i) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, at or reasonably promptly after a Benchmark Transition Determination, the Administrative Agent and the Borrower may (and, in the case of a Benchmark Transition Determination arising under clause (A) of the definition of Benchmark Transition Determination, and the Agent shall, at the request of the Borrower), amend this Agreement to replace LIBO Rate with an alternate benchmark rate (which may include Term SOFR, to the extent publicly available quotes of Term SOFR exist at the relevant time), including any Replacement Benchmark Spread, in each case giving due consideration to any evolving or then existing convention for similarly denominated syndicated credit facilities for such alternative benchmarks and adjustments or any selection, endorsement or recommendation by the Relevant Governmental Body with respect to such facilities (any such proposed rate, together with the Replacement Benchmark Spread, a “Replacement Benchmark”), together with any proposed Replacement Benchmark Conforming Changes. Such Replacement Benchmark shall be applied in a manner consistent with market practice or, to the extent such market practice is not administratively feasible for the Administrative Agent, in a manner as otherwise reasonably determined by the Administrative Agent; provided that in no event shall such Replacement Benchmark be less than zero for purposes of this Agreement. (ii) Any such amendment with respect to an event under clause (A) of the definition of “Benchmark Transition Determination” shall become effective at 5:00 p.m. on the fifth Business -68- Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Any such amendment with respect to an event under clause (B) of the definition of “Benchmark Transition Determination” shall become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Replacement Benchmark pursuant to this Section 2.10(c) shall occur (i) prior to the applicable Benchmark Transition Start Date or (ii) prior to the effective date for such replacement, if any, specified in such amendment. (iii) The Administrative Agent will promptly notify the Borrower and each Lender of the occurrence of any Benchmark Unavailability Period. The Borrower may revoke by telephonic (promptly confirmed in writing) or electronic notice to the Administrative Agent any request for a LIBOR Loan, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, if no such revocation is timely sent by the Borrower, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans (subject to the next sentence). During any Benchmark Unavailability Period, the LIBO Rate component shall not be used in any determination of ABR. (d) If, after the date hereof, any Change in Law relating to capital adequacy or liquidity requirements of any Lender, or compliance by any Lender or its parent with any Change in Law relating to capital adequacy occurring after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. 2.11

Increased Costs, Illegality, etc. (a) In the event that the Bank any Lender shall have determined (which determination shall, absent manifest error, be final and final, conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Agent): (i) on any Interest Rate Determination Date that, by reason of any changes arising after the date of this Agreement Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOREurodollar Rate; or (ii) at any time, that the Bank any Lender shall incur increased costs or reductions reduction in the amounts received or receivable hereunder with respect to any Fixed Eurodollar Rate Loan because of (x) any change since the date Closing Date, in the case of this Agreement any Eurodollar Rate Revolving Loan or Eurodollar Rate Term Loan, since the First Restatement Date, in the case of any Eurodollar Rate Additional Term Loan, since the Second Restatement Date, in the case of any Eurodollar Rate Supplemental Revolving Loan or any Eurodollar Rate D Tranche Term Loan and since the Restatement Date, in the case of any Eurodollar Rate E Tranche Term Loan, in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to the Bank or its applicable lending office any Lender of the principal of or interest on the Notes Obligations or any other amounts payable hereunder (except for (a) changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office such Lender imposed by the jurisdiction in which its principal office or applicable lending office is locatedlocated and (b) United States withholding taxes, which shall be governed by the provisions of Section 3.11) or (B) a change in official reserve requirements, requirements (but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR the Eurodollar Rate) and/or (y) other circumstances since the Closing Date, in the case of any Revolving Lender or LIBORTerm Lender, since the First Restatement Date, in the case of any Additional Lender, since the Second Restatement Date, in the case of any Supplemental Revolving Lender or any D Tranche Lender and since the Restatement Date, in the case of any E Tranche Lender, affecting such Lender or the interbank Eurodollar market or the position of such Lender in such market (excluding, however, differences in a Lender's cost of funds from those of the Agent which are solely the result of credit differences between such Lender and the Agent); or (iii) at any time, that the making or continuance of any Fixed Eurodollar Rate Loan has been made (x) unlawful by an any law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank any Lender in good faith with any governmental request (whether or not having force of law)) or (z) impracticable as a result of a contingency occurring after the Closing Date, in the case of any Eurodollar Rate Revolving Loan or Eurodollar Rate Term Loan, since the First Restatement Date, in the case of any Eurodollar Rate Additional Term Loan, since the Second Restatement Date, in the case of any Eurodollar Rate Supplemental Revolving Loan or any Eurodollar Rate D Tranche Term Loan, and since the Restatement Date, in the case of any Eurodollar Rate E Tranche Term Loan, which materially and adversely affects the interbank Eurodollar market in general; then, and in any such event, such Lender (or the Bank Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (x) in the case of clause (i) above, the Fixed Eurodollar Rate Loans shall no longer be available until such time as the Bank Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice by the Bank Agent no longer exist, and any Request for Notice of Borrowing or Notice of Conversion or Continuation given by a the Borrower with respect to Fixed Eurodollar Rate Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such the Borrower; , (y) in the case of clause (ii) above, each relevant the Borrower shall pay to the Banksuch Lender, within two Business Days after upon written demand therefortherefore, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion such Lender shall determine) as shall be required to compensate the Bank such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Banksuch Lender, showing the basis for the calculation thereofthereof in reasonable detail, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto; provided, however, that the failure to give any such notice (unless the respective Lender has intentionally withheld or delayed such notice, in which case the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 2.13(a)(y) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.13(a)(y); , and (z) in the case of clause (iii) above, taken the Borrower shall take one of the actions specified in Section 1.10(b2.13(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts pursuant to clause (y) of the immediately preceding sentence, each Lender shall act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable relate to such Lender's loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by such Lender whether or not the loan documentation for such other loans permits the Lender to receive increased costs of the type described in this Section 2.13(a).

Increased Costs, Illegality, etc. (a) In the event that (x) in the Bank case of clause (i) below, the Administrative Agent and (y) in the case of clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted LIBOR Rate for any Interest Determination Date that, Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORAdjusted LIBOR Rate; or (ii) shall subject any Credit Party to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) at any time, that the Bank such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan LIBOR Loans (other than Taxes) because of any change since the date of this Agreement Change in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBORLaw; or (iii) at iv)at any time, that the making or continuance of any Fixed Rate LIBOR Loan has been made (x) become unlawful by an law or compliance by such Lenders in good faith with any law, governmental rule, regulation regulation, guideline or orderorder (or would conflict with any such governmental rule, regulation, #89847286v15 guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the interbank LIBOR market; (y) impossible by compliance by the Bank with any governmental request (whether or not having force of lawsuch Loans, “Impacted Loans”); , then, and in any such event, such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Bank Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (x) in the case of clause (i) above, the Fixed Rate LIBOR Loans shall no longer be available until such time as the Bank Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Request for Notice of Borrowing or Notice of Conversion or Continuation given by a the Borrower with respect to Fixed Rate LIBOR Loans which that have not yet been incurred shall be deemed rescinded by such the Borrower; , (y) in the case of clause (ii) above, each relevant the Borrower shall pay to the Banksuch Lenders, within two Business Days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in its sole their reasonable discretion shall determine) as shall be required to compensate the Bank such Lenders for such actual increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to the Banksuch Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lenders shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto); , and (z) in the case of clause clauses (iii) and (iv) above, taken the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 1.10(b2.10(b) as promptly as possible and, in any event, within the time period required by law.. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in Section 2.10(a)(i)(x), the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (x) of the first sentence of the immediately preceding paragraph, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (b) At any time that any LIBOR Loan is affected by thecircumstancesdescribed in Section 2.10(a)(ii), (iii) or (iv), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) and (iv) shall) either (x) if a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected LIBOR Loan has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii), (iii) or (iv) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). #89847286v15

Increased Costs, Illegality, etc. (a) In the event that the Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORNIBOR; or (ii) at any time, that the Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate NIBOR Loan because of any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d1.11(d) or included in the computation of NIBOR or LIBORNIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate NIBOR Loan has been made (x) unlawful by an any law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank with any governmental request (whether or not having force of law); then, and in any such event, the Bank shall promptly give notice (by telephone confirmed in writing) to each of the BorrowersBorrower. Thereafter (x) in the case of clause (i) above, the Fixed Rate NIBOR Loans shall no longer be available until such time as the Bank notifies the Borrowers Borrower that the circumstances giving rise to such notice by the Bank no longer exist, and any Request for Borrowing given by a the Borrower with respect to Fixed Rate NIBOR Loans which have not yet been incurred shall be deemed rescinded by such the Borrower; (y) in the case of clause (ii) above, each relevant the Borrower shall pay to the Bank, within two five Business Days after written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determine) as shall be required to compensate the Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bank, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the such Bank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, taken take one of the actions specified in Section 1.10(b1.11(b) as promptly as possible and, in any event, within the time period required by law.

Increased Costs, Illegality, etc. (a) In the event that the Bank a Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOREurodollar Rate; or (ii) at any time, that the Bank such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Eurodollar Loan of such Lender because of (x) any change since the date of this Agreement Closing Date in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order order, guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments payment to the Bank or its applicable lending office such Lender of the principal of or interest on the Notes such Lender's Loan or Note or any other amounts payable to such Lender hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender pursuant to the Bank or its applicable lending office imposed by laws of the jurisdiction in which it is doing business, organized or in which its principal office or applicable lending office is locatedlocated or any subdivision thereof or therein) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR the Eurodollar Rate and/or (y) other circumstances (other than with respect to taxes) arising since the Closing Date affecting such Lender (or LIBORits Source), the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Fixed Rate Eurodollar Loan has been made (x) unlawful by an any law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank such Lender in good faith with any governmental request (whether or not having force of law)) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, the Bank such Lender shall promptly give notice (by telephone promptly confirmed in writing) to each the Borrower of the Borrowerssuch determination. Thereafter (x) in the case of clause (i) above, the Fixed Rate Eurodollar Loans shall no longer be available until such time as the Bank such Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice by the Bank Lender no longer exist, and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (y) in the case of clause (ii) above, each relevant the Borrower shall agrees to pay to the Banksuch Lender, within two Business Days after upon such Lender's written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank such Lender in its sole discretion shall determine) as shall be required to compensate the Bank such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Banksuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lender shall, absent manifest error); , be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, taken the Borrower shall take one of the actions specified in Section 1.10(b2.7(b) as promptly as possible and, in any event, within the time period required by Law. Each Lender, at the sole cost and expense of the Borrower (including, but not limited to, such Lender's internal costs for use of its personnel and resources), will use its reasonable efforts to minimize taxes indemnifiable by the Borrower under this Section 2.7(a), including by complying with reasonable requests by the Borrower to do or to refrain from doing any act (including the execution of any certificates or similar documents required to establish an exemption or relief from any tax), if such efforts or any such compliance is, in the good faith discretion of such Lender, of a purely ministerial nature and has no adverse impact on such Lender or any Affiliate or on the business or operations of the foregoing (unless such adverse impact is one of a nature and quality such that it is subject to indemnification and the Borrower has indemnified such Lender against such adverse impact in a manner satisfactory to such Lender determined in its sole discretion). The Borrower shall indemnify such Lender for any taxes that may be imposed on it as a consequence of such compliance. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.7(a)(i) or (ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 2.7(a)(iii), the Borrower shall, upon at least three Business Days' written notice to such Lender, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan. (c) If a Lender determines that after the Closing Date the introduction of or any change in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law.) concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender (or its Source) or any corporation controlling such Lender based on the existence of such Lender's obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender's determination of compensation owing under this Section 2.7(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Such Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.7(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts. 2.8

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Bank shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Determination Date Period that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOREurodollar Rate; or (ii) at any time, that the such Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate or basis of net income taxes, franchise taxes, or similar charges) because of (x) any change since the date of this Agreement in any applicable law or law, governmental rule, regulation, guideline or order or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction adoption of any new law or governmental rule, regulation, order guideline or request), order) (such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBORthe Eurodollar Rate) and/or (y) other circumstances occurring after the date of this Agreement and affecting the interbank Eurodollar market; or (iii) at any time, that the making or continuance of any Fixed Rate Eurodollar Loan has been made (x) become unlawful by an law or compliance by such Bank in good faith with any law, governmental rule, regulation regulation, guideline (or order, or (y) impossible by compliance by the Bank would conflict with any such governmental request (whether rule, regulation, guideline or order not having the force of lawlaw but with which such Bank customarily complies even though the failure to comply therewith would not be unlawful); then, and in any such event, such Bank (or the Bank Administrative Agent in the case of clause (i) above) shall promptly (x) on such date and (y) within ten Business Days of the date on which such event no longer exists, give notice (by telephone confirmed in writing) to Borrower and, in the case of clauses (ii) and (iii) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Banks). Thereafter (x) in the case of clause (i) above, the Fixed Rate Eurodollar Loans shall no longer be available until such time as the Bank Administrative Agent notifies Borrower and the Borrowers Banks that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist, which notice the Administrative Agent agrees to promptly deliver to Borrower as soon as practicable after becoming aware of the absence of such circumstances, and any Request for Notice of Borrowing or Notice of Conversion given by a Borrower with respect to Fixed Rate Eurodollar Loans which have not yet been incurred shall be deemed rescinded by such Borrower; , (y) in the case of clause (ii) above, each relevant Borrower shall shall, subject to Section 1.12(b) (to the extent applicable), pay to the such Bank, within two Business Days after upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the such Bank in its sole reasonable discretion shall determine) as shall be required to compensate the such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the such Bank, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the such Bank shall be conclusiveshall, absent manifest error); , be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, taken Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii), Borrower shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that Borrower was notified by a Bank pursuant to Section 1.10(a)(ii) or (iii), or (ii) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' notice to the Administrative Agent, require the affected Bank to convert each such Eurodollar Loan into a Base Rate Loan; PROVIDED, HOWEVER, that if more than one Bank is affected at any time, then all affected Banks must be treated the same pursuant to this Section 1.10(b). (c) If any Bank shall have reasonably determined that after the date of this Agreement, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or not having the force of law but with which such Bank customarily complies even though the failure to comply therewith would not be unlawful) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), Borrower shall, subject to Section 1.12(b) (to the extent applicable), pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although, subject to Section 1.12(b), the failure to give any such notice shall not release or diminish any of Borrower's obligations to pay additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt of such notice. 1.11

Increased Costs, Illegality, etc. (a) In the event that the Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): If either (i) on the introduction of or any Interest Determination Date that, by reason change in any law or regulation or in the interpretation or administration of any changes arising after law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOR; hereof or (ii) at the compliance with any time, that the Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of any change since guideline enacted after the date of this Agreement in any applicable law or governmental rule, regulation, order hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) (subjects Lender or in the interpretation or administration thereof and including the introduction any corporation controlling Lender to any tax of any new law kind whatsoever with respect to this Agreement, or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in changes the basis of taxation of payments to the Bank or its applicable lending office Lender of the principal of or interest on the Notes principal, commissions, fees, interest, or any other amounts amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by an law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank with any governmental request (whether or not having force of lawsuch taxes); then, and in any such event, the Bank shall promptly give notice (by telephone confirmed in writing) to each of the Borrowers. Thereafter (x) in the case of clause (i) above, the Fixed Rate Loans shall no longer be available until such time as the Bank notifies the Borrowers that the circumstances giving rise to such notice by the Bank no longer exist, and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the case of clause (ii) above, each relevant Borrower shall pay to the Bank, within two Business Days after written demand therefor, such additional amounts (in the form of an increased rate account of, advances or a different method loans by, or other credit or commitment therefor extended by, or any other acquisition of calculatingfunds by, interest or any office of Lender which are not otherwise as the Bank included in its sole discretion shall determine) as shall be required to compensate the Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bank, showing the basis for the calculation thereof, submitted to each any determination of the relevant Borrowers by the Bank shall be conclusive, absent manifest error)Reserve Adjusted LIBOR Rate or other interest payable hereunder; and or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the case cost to Lender of clause (iii) aboveagreeing to make or making, taken one of funding, or maintaining advances by an amount deemed by Lender to be material, then the actions specified in Section 1.10(b) as promptly as possible andBorrower shall from time to time, in any eventupon demand by Lender, within the time period required by law.pay directly to Lender additional amounts sufficient to compensate Lender for such increased

Increased Costs, Illegality, etc. (a) In the event that the Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOR; or (ii) at any time, that the Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of any change since the date of this Agreement in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by an law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank with any governmental request (whether or not having force of law); then, and in any such event, the Bank shall promptly give notice (by telephone confirmed in writing) to each of the Borrowers. Thereafter (x) in the case of clause (i) above, the Fixed Rate Loans shall no longer be available until such time as the Bank notifies the Borrowers that the circumstances giving rise to such notice by the Bank no longer exist, and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (y) in the case of clause (ii) above, each relevant Borrower shall pay to the Bank, within two Business Days after written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determine) as shall be required to compensate the Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bank, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers by the Bank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, taken one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.been

Increased Costs, Illegality, etc. (a) In the event that the Bank any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): hereto but, with respect to clause (i) below, may be made only by the Administrative Agent):[Reserved]. on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement Closing Date affecting the interbank Eurodollar market or Canadian interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR LIBOR Rate or LIBORCanadian B/A Rate; or (ii) at any time, that the Bank such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed LIBOR Rate Loan or B/A Equivalent Loan because of any change since the date of this Agreement Closing Date in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) (or in the official interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order order, official guideline or request), such as, for example, but not limited to, : (A) a change in the basis of taxation of payments to the Bank any additional Tax imposed on any Lender (except Indemnified Taxes or its applicable lending office of the principal of or interest on the Notes Other Taxes indemnified under Section 5.01 or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is locatedExcluded Taxes) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR the LIBOR Rate or LIBORCanadian B/A Rate, as applicable; or (iii) at any time, that the making or continuance of any Fixed LIBOR Rate Loan or B/A Equivalent Loans has been made (x) unlawful by an any law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank any Lender in good faith with any governmental request (whether or not having force of law)) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the interbank Eurodollar market or the Canadian interbank market; then, and in any such event, such Lender (or the Bank Administrative Agent, in the case of clause (i) above) shall promptly give notice in writing to the Lead Borrower and, except in the case of clause (by telephone confirmed in writingi) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (x) in the case of clause (i) above, the Fixed LIBOR Rate Loans or B/A Equivalent Loans shall no longer be available until such time as the Bank notifies the Borrowers that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist, and any Request for Notice of Borrowing or Notice of Conversion/Continuation given by a the Lead Borrower or the Canadian Borrower, as applicable, with respect to Fixed LIBOR Rate Loans or B/A Equivalent Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower; the applicable Borrowers, (y) in the case of clause (ii) above, each relevant U.S. Borrower, jointly and severally, agrees to pay, and the Canadian Borrower shall pay agrees to the Bankpay, within two Business Days after as applicable, to such Lender, upon such Lender’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank such Lender in its sole discretion shall determine) as shall be required to compensate the Bank such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to setting forth the additional amounts owed to the Banksuch Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to each of the relevant Borrowers Lead Borrower by the Bank shall be conclusivesuch Lender and shall, absent manifest error, be final and conclusive and binding on all the parties hereto); and , (z) in the case of clause (iii) above, taken the Borrowers shall take one of the actions specified in Section 1.10(b3.01(b) as promptly as possible and, in any event, within the time period required by law.

Increased Costs, Illegality, etc. (a) In the event that (x) in the Bank case of clause (i) below, the Administrative Agent and (y) in the case of clauses (ii), (iii) and (iv) below, the Required Lenders or the Letter of Credit Issuers shall have reasonably determined (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted SOFR Rate for any Interest Determination Date that, Period that (x) deposits in the principal amounts and currencies of the Loans comprising such SOFR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Restatement Effective Date affecting the interbank SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORAdjusted SOFR Rate; or (ii) at any time, that the Bank such Lenders or such Letter of Credit Issuers shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan SOFR Loans or Letters of Credit (including the issuance and maintenance of thereof or participating therein or an agreement to issue or maintain a Letter of Credit or participate therein) (other than with respect to Taxes) because of any change since the date Change in Law; (iii) that a Change in Law shall subject any such Lenders or Letter of this Agreement in Credit Issuers to any applicable law or governmental rule, regulation, order or request Tax (whether or not having the force of lawother than (1) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request), such as, for example, but not limited toIndemnified Taxes, (A2) a change in the basis Excluded Taxes or (3) Other Taxes) on its loans, loan principal, letters of taxation of payments to the Bank credit, commitments or other obligations, or its applicable lending office of the principal of deposits, reserves, other liabilities or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBORcapital attributable thereto; or (iiiiv) at any time, that the making or continuance of any Fixed Rate SOFR Loan has been made (x) become unlawful by an law or compliance by such Lenders in good faith with any law, governmental rule, regulation regulation, guideline or orderorder (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Restatement Effective Date that materially and adversely affects the interbank SOFR market; (y) impossible by compliance by the Bank with any governmental request (whether or not having force of lawsuch Loans, “Impacted Loans”); , then, and in any such event, such Required Lenders or Letter of Credit Issuers (or the Bank Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (x) in the case of clause (i) above, the Fixed Rate SOFR Loans shall no longer be available until such time as the Bank Administrative Agent notifies the Borrowers Borrower and the Lenders (or Letter of Credit Issuers in the case of clause (ii) above) that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Request for Notice of Borrowing or Notice of Conversion or Continuation given by a the Borrower with respect to Fixed Rate SOFR Loans which that have not yet been incurred shall be deemed rescinded by such the Borrower; , (y) in the case of clause (ii) above, each relevant the Borrower shall pay to the Banksuch Lenders or Letter of Credit Issuers, within two Business Days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determine) as shall be required to compensate the Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bank, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers by the Bank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, taken one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.-80-

Increased Costs, Illegality, etc. (a) In Without limiting Section 2.09 of this Agreement, in the event that (x) in the Bank case of clause (i) below, the Required Lenders or (y) in the case of clauses (ii) and (iii) below, any Lender or other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any Eurocurrency Loan for any Interest Determination Date Period that, by reason of any changes arising after the date of this Agreement affecting the interbank marketClosing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORthis Agreement for such Eurocurrency Loan; or (ii) at any time, that the Bank such Lender or other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or other Recipient deems material with respect to any Fixed Rate Loan Eurocurrency Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) because of (x) any change Change in Law since the date of this Agreement in any applicable law or governmental rule, regulation, order or request Closing Date (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request), such as, for exampleincluding, but not limited to, (A) a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax onaccount of, or determined by reference tocredit extended by, the net income any Lender or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirementsother Recipient, but, in all events, excluding reserves required under Regulation D already includable in the interest rate applicable to the extent covered by Section 1.10(dsuch Eurocurrency Loan pursuant to this Agreement) or included (y) other circumstances adversely affecting the London interbank market (other than as contemplated in Section 2.09 of this Agreement) or the computation position of NIBOR such Lender or LIBORother Recipient in any such market; or (iii) at any time, that the making or continuance of any Fixed Rate Eurocurrency Loan has been made (x) become unlawful by an law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank such Lender in good faith with any governmental request (whether Change in Law since the Closing Date, or would conflict with any thereof not having the force of lawlaw but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market (other than as contemplated in Section 2.09 of this Agreement); then, and in any each such event, such Lender or other Recipient (or the Bank Required Lenders in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within ten (10) Business Days of the date on which such event no longer exists give notice to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly give notice (by telephone confirmed in writing) transmit to each of the Borrowersother Lenders or other Recipients). Thereafter (x) in the case of clause (i) above, the Fixed Rate affected Type of Eurocurrency Loans shall no longer be available until such time as the Bank notifies Required Lenders notify the Borrowers Borrower, the Administrative Agent (who shall promptly notify the Lenders) or other Recipients that the circumstances giving rise to such notice by the Bank Required Lender no longer exist, and any Request for Notice of Borrowing or Notice of Continuation or Conversion given by a the Borrower with respect to Fixed Rate such Type of Eurocurrency Loans which that have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Borrower; Notice of Borrowing, (y) in the case of clause (ii) above, each relevant the Borrower shall pay to the Banksuch Lender or other Recipient, within two Business Days after upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determine) as shall be required to compensate the Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bank, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers by the Bank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, taken one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.rate

Increased Costs, Illegality, etc. (a) In the event that (x) in the Bank case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Determination Date that, Period that (A) deposits in the principal amounts of the Loans comprising any Eurodollar Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after 44 the date of this Agreement Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOREurodollar Rate; or (ii) at any time, after the later of the Closing Date and the date such entity became a Lender hereunder, that the Bank such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan Eurodollar Loans (excluding all Taxes except any Other Connection Taxes that are not Connection Income Taxes) because of (A) any change since the date of this Agreement hereof in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) Applicable Law (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or requestApplicable Law), such as, for example, but not limited towithout limitation, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder official reserve requirements (except for but excluding changes in the rate of tax on, or determined by reference to, on the overall net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or such Lender), and/or (B) a change other circumstances affecting the interbank Eurodollar market or the position of such Lender in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBORsuch market; or (iii) at any time, that the making or continuance of any Fixed Rate Eurodollar Loan has been made (x) become unlawful by an law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank such Lender in good faith with any governmental request Applicable Law (whether or would conflict with any such Applicable Law not having the force of lawlaw even though the failure to comply therewith would not be unlawful); , or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market, then, and in any such event, such Lender (or the Bank Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (xA) in the case of clause (i) above, the Fixed Rate Eurodollar Loans shall no longer be available until such time as the Bank Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Request for Notice of Borrowing or Notice of Conversion or Continuation given by a the Borrower with respect to Fixed Rate Eurodollar Loans which that have not yet been incurred shall be deemed rescinded by such the Borrower; , (yB) in the case of clause (ii) above, each relevant the Borrower shall shall, pay to the Banksuch Lender, within two Business Days five (5) days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank such Lender in its sole reasonable discretion shall determine) as shall be required to compensate the Bank such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to the Banksuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lender shall, absent manifest clearly demonstrable error); , be final and conclusive and binding upon all parties hereto) and (zC) in the case of clause (iii) above, taken the Borrower shall take one of the actions specified in Section 1.10(b2.10(b) as promptly as possible and, in any event, within the time period required by law.. Notwithstanding the other provisions of this Agreement, if the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error), or the Borrower and Required Lenders shall collectively notify the Administrative Agent in writing, that either (i) the circumstances set forth in Section 2.10(a)(i) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated or comparable loans are currently being executed and/or amended to 45

Increased Costs, Illegality, etc. (a) In the event that the Bank any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (A) below, may be made only by the Administrative Agent): (iA) on any Interest Determination Date that, by reason of any changes in any Requirement of Law arising after the date of this Agreement affecting the interbank London interbankTerm SOFR market, adequate and fair means do not exist for #4848-1207-1386 72 ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORLIBOR RateTerm SOFR; or (iiB) at any time, that the Bank such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate LIBORSOFR Loan because of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order order, guideline or request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order order, guideline or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR the LIBOR Rate and/or (y) other circumstances arising since the date of this Agreement affecting such Lender, the London interbankTerm SOFR market or LIBORthe position of such Lender in such market (including that the LIBOR RateAdjusted Term SOFR with respect to such LIBORSOFR Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBORSOFR Loan); or (iiiC) at any time, that the making or continuance of any Fixed Rate LIBORSOFR Loan has been made (x) unlawful by an any law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank any Lender in good faith with any governmental request (whether or not having force of law)) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbankTerm SOFR market; then, and in any such event, such Lender (or the Bank Administrative Agent, in the case of clause (A) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower and, except in the case of clause (A) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (x) in the case of clause (iA) above, the Fixed Rate LIBORSOFR Loans shall no longer be available until such time as the Bank Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist, and any Request for Notice of Borrowing or Notice of Conversion/Continuation given by a the Borrower with respect to Fixed Rate LIBORSOFR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such the Borrower; , (y) in the case of clause (iiB) above, each relevant the Borrower shall agrees to pay to the Banksuch Lender, within two Business Days after upon such Xxxxxx’s written demand request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine after consultation with the Bank in its sole discretion shall determineBorrower) as shall be required to compensate the Bank such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Banksuch Lender, showing in reasonable detail (provided that such Lender shall not be required to disclose any price sensitive information, any confidential information or any information to the extent prohibited by law or regulation) the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto); provided that the Borrower shall not be liable for such compensation under this clause (y) if (i) the relevant circumstances are not generally affecting the banking market or (ii) the applicable request has not been made by Lenders constituting Required Lenders; and (z) in the case of clause (iiiC) above, taken the Borrower shall take one of the actions specified in Section 1.10(b2.11(b) as promptly as possible and, in any event, within the time period required by law.. #4848-1207-1386 73

Increased Costs, Illegality, etc. (ag) In the event that (x) in the Bank case of clause (i) below, the Administrative Agent and (y) in the case of clauses (ii), (iii) and (iv) below, the Required Initial Term Loan Lenders (with respect to Term Loans) shall have reasonably determined (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted LIBOR Rate for any Interest Determination Date that, Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Closing Date affecting the interbank LIBOR market, adequate and fair -85- US-DOCS\118329784.0000000000.6 means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORAdjusted LIBOR Rate; or (ii) at any time, that the Bank such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan LIBOR Loans (other than with respect to Taxes) because of any change since the date of this Agreement Change in Law; (iii) that a Change in Law shall subject any applicable law or governmental rule, regulation, order or request such Lenders to any Tax (whether or not having the force of lawother than (1) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request), such as, for example, but not limited toIndemnified Taxes, (A2) a change in the basis Excluded Taxes or (3) Other Taxes) on its loans, loan principal, letters of taxation of payments to the Bank credit, commitments or other obligations, or its applicable lending office of the principal of deposits, reserves, other liabilities or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBORcapital attributable thereto; or (iiiiv) at any time, that the making or continuance of any Fixed Rate LIBOR Loan has been made (x) become unlawful by an law or compliance by such Lenders in good faith with any law, governmental rule, regulation regulation, guideline or orderorder (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the interbank LIBOR market; (y) impossible by compliance by the Bank with any governmental request (whether or not having force of lawsuch Loans, “Impacted Loans”); , then, and in any such event, such Required Lenders, as applicable (or the Bank Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Lenders). Thereafter (x) in the case of clause (i) above, the Fixed Rate LIBOR Loans shall no longer be available until such time as the Bank Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Request for Notice of Borrowing or Notice of Conversion or Continuation given by a the Borrower with respect to Fixed Rate LIBOR Loans which that have not yet been incurred shall be deemed rescinded by such the Borrower; , (y) in the case of clause (ii) above, each relevant the Borrower shall pay to the Banksuch Lenders, within two Business Days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank such Required Lenders in its sole their reasonable discretion shall determine) as shall be required to compensate the Bank such Lenders for such actual increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to the Banksuch Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lenders shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto); , and (z) in the case of clause (iiiiv) above, taken the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 1.10(b2.10(b) as promptly as possible and, in any event, within the time period required by law.. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in Section 2.10(a)(i)(x), the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (x) of the first sentence of the immediately preceding paragraph, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based -86- US-DOCS\118329784.0000000000.6

Increased Costs, Illegality, etc. (a) (i) In the event that the Bank any Recipient shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOR; or (ii) at any time, that the Bank such Recipient shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of, without duplication, the introduction of or effectiveness of or any change since the date of this Agreement Restructuring Effective Date in any applicable law law, treaty or governmental rule, regulation, order order, guideline, directive or request (whether or not having the force of law) (concerning capital adequacy, liquidity requirements or changes therein or otherwise or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order order, guideline or request), such as, for example, but not limited to: (1) any such introduction, effectiveness or change subjecting any Recipient to any Tax (A) other than Excluded Taxes and Indemnified Taxes), duty or other charge with respect to any Loan or Notes or deposits, reserves, other liabilities or capital attributable thereto or its obligation to make such Loan or a change in the basis of taxation of payments payment to the Bank or its applicable lending office any Recipient of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes other than any change in the rate or basis of tax ontaxation of any Excluded Tax), but without duplication of any amounts payable in respect of Taxes or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) Indemnified Taxes pursuant to Section 4.07 or (B2) a change in official reserve requirements, but, in all events, excluding reserves that shall have the effect of increasing the amount of capital adequacy or liquidity required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful requested by an law or applicable governmental rule, regulation or orderregulatory authority to be maintained by such Lender, or (y) impossible by compliance by any corporation controlling such Lender, based on the Bank with any governmental request (whether existence of such Lender's Loans made hereunder or not having force of law); then, and in any such event, the Bank shall promptly give notice (by telephone confirmed in writing) to each of the Borrowers. Thereafter (x) in the case of clause (i) above, the Fixed Rate Loans shall no longer be available until such time as the Bank notifies the Borrowers that the circumstances giving rise to such notice by the Bank no longer exist, and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (y) in the case of clause (ii) above, each relevant Borrower shall pay to the Bank, within two Business Days after written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determine) as shall be required to compensate the Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bank, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers by the Bank shall be conclusive, absent manifest error); and (z) in the case of clause (iii) above, taken one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.obligations hereunder;

Increased Costs, Illegality, etc. (a) In the event that the Bank shall have Administrative Agent or any Lender has reasonably determined (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining Term SOFR for any Interest Determination Date that, Period that (x) deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the date of this Agreement Closing Date affecting the interbank marketmarket for such rate, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORTerm SOFR; or (ii) at any time, that the Bank such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan Loans (other 104 than any increase or reduction attributable to (A) Indemnified Taxes, (B) net income Taxes and franchise and excise Taxes (imposed in lieu of net income Taxes) imposed on any Agent or Lender and any branch profits Taxes imposed on such Agent or Lender as a result of such Agent or Lender being organized or incorporated under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (C) Taxes included under clauses (c) through (e) of the definition of “Excluded Taxes”) because of (x) any change since the date of this Agreement Closing Date in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) Applicable Law (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or requestApplicable Law), such as, for example, but not limited towithout limitation, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, and/or (y) other circumstances affecting the market for such rate or the position of such Lender in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBORsuch market; or (iii) at any time, that the making or continuance of any Fixed Rate Term SOFR Loan has been made become unlawful as a result of compliance by any Lender in good faith with any Applicable Law (x) unlawful by an or would conflict with any such Applicable Law not having the force of law or governmental rule, regulation or ordereven though the failure to comply therewith would not be unlawful), or (y) impossible by compliance by has become impracticable as a result of a contingency occurring after the Bank with any governmental request (whether or not having force of law)Closing Date that materially and adversely affects the market; then, and in any such event, such Lender (or the Bank Administrative Agent, in the case of clause (i) above) shall promptly within a reasonable time thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Borrowersother Appropriate Lenders). Thereafter (x) in the case of clause (i) above, the Fixed Rate Term SOFR Loans shall no longer be available until such time as the Bank Administrative Agent notifies the Borrowers Borrower and the Appropriate Lenders that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Request for Notice of Borrowing or Notice of Conversion or Continuation given by a the Borrower with respect to Fixed Rate Term SOFR Loans which that have not yet been incurred shall be deemed rescinded by such the Borrower; , as applicable, (y) in the case of clause (ii) above, each relevant the Borrower shall pay to the Banksuch Lender, within two Business Days promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, of or a different method of calculating, interest or otherwise otherwise, as the Bank such Lender in its sole reasonable discretion shall determine) as shall be required to compensate the Bank such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to the Banksuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lender shall, absent manifest clearly demonstrable error); , be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, taken the Borrower shall take one of the actions specified in Section 1.10(b2.10(b) as promptly as possible and, in any event, within the time period required by law.Applicable Law. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Term SOFR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Term SOFR Loan 105 is then-outstanding, upon at least three Business Days’ notice to the Administrative Agent require the affected Lender to convert each Term SOFR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) If, after the Closing Date, any Change in Law relating to capital adequacy or liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliates’ capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or any Affiliate thereof could have achieved but for such Change in Law (taking into consideration such Lender’s or parent’s policies with respect to capital adequacy or liquidity), then from time to time, promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice. (d) Notwithstanding the foregoing, no Lender shall demand compensation pursuant to this Section 2.10 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities. 2.11

Increased Costs, Illegality, etc. (a) In the event that the Bank --------------------------------- Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): ) at any time (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBOR; or (ii) at any time, that the Bank Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate the Loan because of any change since the date of this Agreement hereof in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) (or in the interpretation or administration thereof and thereof, including the introduction of any new law or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax onlaw, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located(ii) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate the Loan has been made (x) unlawful by an any law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank Lender in good faith with any governmental request (whether or not having force of law); , then, and in any such event, the Bank Lender shall promptly give telephonic notice (by telephone confirmed in writing) to each of the BorrowersBorrower. Thereafter (x) in the case of clause (i) above, if the Fixed Rate Loans shall no longer be available until Borrower does not elect to prepay such time as Loan within 30 days after receipt of notice thereof, the Bank notifies the Borrowers that the circumstances giving rise to such notice by the Bank no longer exist, and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (y) in the case of clause (ii) above, each relevant Borrower shall pay to the BankLender, within two Business Days after upon written demand therefortherefor (and against a certificate specifying in reasonable detail the nature of the increased cost or reduction, the date from which it has been applied and the method of calculating such increased cost), such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank in its sole discretion shall determineinterest) as shall be required to compensate the Bank Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Bankhereunder, showing the basis for the calculation thereof, submitted to each of the relevant Borrowers by the Bank shall be conclusive, absent manifest error); and (zy) in the case of clause (iiiii) above, taken one of the actions specified in Section 1.10(b) Borrower shall repay the Loan as promptly as possible and, in any event, within the time period required by law.

Increased Costs, Illegality, etc. (a) In the event that (x) in the Bank case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have determined in good faith (which good faith determination shall, absent manifest demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBOR Rate for any Interest Determination Date that, Period that (A) deposits in the principal amounts of the Loans are not generally available in the relevant market or (B) by reason of any changes arising after the date of this Agreement Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of NIBOR or LIBORLIBOR Rate; or (ii) at any time, after the later of the Closing Date and the date such Person became a Lender hereunder, that the Bank such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan Loan, including costs arising from Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) because of any change since the date of this Agreement hereof in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) Applicable Law (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or requestApplicable Law), such as, for example, but not limited towithout limitation, (A) a change in the basis of taxation of payments to the Bank or its applicable lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Bank or its applicable lending office imposed by the jurisdiction in which principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by Section 1.10(d) or included in the computation of NIBOR or LIBOR; or (iii) at any time, that the making or continuance of any Fixed Rate Loan has been made become unlawful (xincluding as a result of any Change in Law) unlawful by an law or governmental rule, regulation or order, or (y) impossible by compliance by the Bank such Lender in good faith with any governmental request Applicable Law (whether or not having force would conflict with any such Applicable Law), or has become impracticable as a result of law); a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market, then, and in any such event, such Lender (or the Bank Administrative Agent, in the case of clause (i) above) shall promptly give written notice (by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination, and the Administrative Agent shall promptly notify each of the BorrowersLenders. Thereafter (xA) in the case of clause (i) above, the Fixed Rate Loans shall no longer be available accrue interest with reference to the LIBOR Rate pursuant to Section 2.05(a) and, in lieu thereof, shall accrue interest under Section 2.05(a) at a rate per annum equal to the Prime Rate plus the Applicable Margin until such time as the Bank Administrative Agent notifies the Borrowers Borrower, the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Bank Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when it becomes aware that such circumstances no longer exist), and any Request for Borrowing given by a Borrower with respect to Fixed Rate Loans which have not yet been incurred shall be deemed rescinded by such Borrower; (yB) in the case of clause (ii) above, each relevant the Borrower shall pay to the Banksuch Lender, within two seven (7) Business Days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Bank such Lender in its sole reasonable discretion shall determine) as shall be required to compensate the Bank such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to the Banksuch Lender, showing in reasonable detail the basis for the calculation thereof, submitted to each of the relevant Borrowers Borrower by the Bank shall be conclusivesuch Lender shall, absent manifest clearly demonstrable error); , be final and conclusive and binding upon all parties hereto) and (zC) in the case of clause (iii) above, taken one of the Borrower shall take the actions specified in Section 1.10(b) by Applicable Law as promptly as possible and, in any event, within the time period required by Applicable Law. If, after the later of the date hereof and the date such entity becomes a Lender hereunder, the adoption of any Law, rule, guideline, request or directive (including, regardless of the date enacted, adopted or issued, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all 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 or foreign regulatory authorities, in each case pursuant to Basel III), whether or not having the force of law, regarding capital adequacy, or any Change in Law occurs, or compliance by a Lender (or its lending office) or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, in any such case, which has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within seven (7) Business Days after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or its parent such additional amount or amounts as will compensate such Lender for such reduction; provided, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the date hereof or the later date on which it becomes a Lender, as the case may be. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.06(b), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure or delay to give any such notice with respect to a particular event shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.06(b) for amounts accrued or incurred prior to the date that such notice with respect to such event is actually given, unless such notice is given more than 180 days (or such longer period based on any retroactive effect as described in Section 2.06(a)) after Lender has knowledge of any such event. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in subparagraph (a) of this Section 2.06 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in subparagraph (a) of this Section 2.06 have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (in the case of either such clause (i) or (ii), an “Alternative Interest Rate Election Event”), the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and shall enter into an amendment to this Loan Agreement to reflect such alternate rate of interest and such other related changes to this Loan Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.01, such amendment shall become effective without any further action or consent of any other party to this Loan Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate of interest is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with 50 prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, if such alternate rate of interest as determined in this subparagraph (c) is determined to be less than 1.5%, such rate shall be deemed to be 1.5% for the purposes of this Loan Agreement.