Common use of Special Provisions Applicable to LIBOR Rate Clause in Contracts

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; and Agent promptly shall transmit the notice to each other Lender. Upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent Agent, in consultation with Borrower, with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except except, for any Lender, (x) any costs relating to payments on account of Taxes and additional amounts required to be paid pursuant to, or explicitly excluded from payment under, Section 16.11, and (y) changes of general applicability in corporate (1) taxes imposed on or measured by the Lender’s net income, or (2) franchise taxes imposed on the Lender, in lieu of net income taxes, by the jurisdiction, or any political subdivision thereof, under the laws of which it is organized or otherwise resides for tax lawspurposes or maintains any lending office) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors after the date hereof (or, in the case of a Lender that initially becomes a Lender by way of assignment, the Federal Reserve System (or any successordate of such initial assignment), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(iiSection 2.12(b)(ii)) above)on a non-pro rata basis with subsequent Loans made by such Lender being made as Base Rate Loans until such time as such circumstances cease to be applicable. In Notwithstanding the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lenderforegoing, Borrower may, at its option, (I) elect shall not be required to substitute compensate any Lender pursuant to this Section 2.12 for such affected additional or increased costs incurred more than 180 days prior to the date that such Lender any other bank delivers such certificate; provided that if the change in applicable law giving rise to such additional or financial institution reasonably acceptable increased costs is retroactive, then the 180 day period referred to Agent, and such affected Lender above shall have no right be extended to refuse to be replaced hereunder, or (II) terminate include the Commitment that is held by such affected Lenderperiod of retroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; and Agent promptly shall transmit the notice to each other Lender. Upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Revolver Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax lawslaws relating to taxes measured by or based on net income, profits, or capital) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate; provided that the LIBOR Rate shall not be adjusted to compensate any Lender pursuant to this clause (d) for any increased costs incurred more than 180 days prior to the date that such Lender notified the Agent pursuant to the following sentence of the change in law giving rise to such increased costs; provided further that if the change in law giving rise to such increased costs is retroactive, then the 180-day period referred to above shall not begin earlier than the date of effectiveness of the change in law. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law (other than changes in laws relative to Taxes, which shall be governed by Section 16) occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrower Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In Failure or delay on the case part of clause (y) above, within 30 any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section for any additional or increased costs incurred more than 180 days after its receipt prior to the date that such Lender notifies the Borrowers of such law giving rise to such additional or increased costs and of such Lender's intention to claim compensation therefor; provided further that if such claim arises by reason of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender adoption of or change in any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment law that is held by such affected Lenderretroactive, then the 180 day period day period referred to above shall be extended to include the period of retroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent prompt written notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). Such statement shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment. In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect no event will any such Lender be required to substitute for disclose any confidential or proprietary information in connection with such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lenderstatement.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; provided, however, that (x) before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts)economic, or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans Advances or to continue to fund or maintain LIBOR Rate Advances and avoid the need for, or materially reduce the amount of, such increased cost, and (y) Borrowers shall not be obligated to pay any such increased cost which relates to a period ending more than 180 days prior to the date of receipt by Administrative Borrower of such notice and certificate; and the Agent shall promptly shall transmit the notice to each other Lender. Upon its receipt of the notice from the affected Lender, Borrower Lender and Borrowers may, by notice to such affected Lender (y1) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z2) repay the LIBOR Rate Loans Advances with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lendermade.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent Agent, in consultation with Administrative Borrower, with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except except, for any Lender, (x) any costs relating to payments on account of Taxes and additional amounts required to be paid by such Lender pursuant to, or explicitly excluded from payment by the applicable Obligor under, Section 16.11, and (y) changes of general applicability in corporate (1) taxes imposed on or measured by such Lender’s net income, or (2) franchise taxes imposed on such Lender, in lieu of net income taxes, by the jurisdiction, or any political subdivision thereof, under the laws of which it is organized or otherwise resides for tax lawspurposes or maintains any lending office) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(iiSection 2.13(b)(ii) above). In Notwithstanding anything to the case contrary herein, no such adjustment of clause the LIBOR Rate shall be effective (y) above, within 30 days after its in respect of any additional or increased costs incurred prior to the Administrative Borrower’s receipt of the notice from referred to below) if the affected event giving rise to such additional or increased costs occurred more than 270 days before the relevant Lender, Borrower may, at its option, (I) elect to substitute for ’s notice of such affected Lender any other bank or financial institution reasonably acceptable to Agent, event and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that related adjustment is held received by such affected Lenderthe Administrative Borrower.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar Dollar deposits or increased costs costs, in each case, due to changes in applicable law (other than changes in laws relative to Taxes, which shall be governed by Section 16) occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Affected Lender shall give Borrower and Agent prompt written notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Affected Lender, Borrower may, by notice to such affected Affected Lender (yx) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zy) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). Such statement shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment. In no event will any such Lender be required to disclose any confidential or proprietary information in connection with such statement. Upon giving such a written notice, the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Affected Lender shall have no right be obligated to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lendercomply with Section 14.2.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In No Borrower shall be required to compensate any Lender pursuant to this Section for additional or increased costs incurred more than 180 days prior to the case date that the such Lender notifies Administrative Borrower of clause (y) abovesuch changes in applicable law or in the reserve requirements giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of changes in applicable law or in the reserve requirements that are retroactive, within 30 days after its receipt then the 180-day period referred to above shall be extended to include the period of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lenderretroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.13(b)(ii)). In Any such adjustment to LIBOR or as a result of additional or increased costs shall be (A) without duplication of any increased costs payable by Loan Parties pursuant to Section 2.14 and (B) made only to the case of clause (yextent the applicable Lender is generally adjusting LIBOR for similar situated borrowers with substantially similar provisions to this Section 2.13(d)(i) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lenderin their loan documents.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (other than Taxes which shall be governed by Section 16), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes any Changes in tax laws (except changes of general applicability in corporate income tax laws) Law and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In theSubject to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of clause (y) aboveany LIBOR Rate Loans of such Lender that are outstanding, within 30 days after its receipt the date specified in such Lender’s notice shall be deemed to be the last day of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for Interest Period of such affected Lender any other bank or financial institution reasonably acceptable to AgentLIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such affected Lender thereafter shall have accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option with respect to such Lender until such Lender determines that it would no right longer be unlawful or impractical to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lenderdo so.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustmentadjustment (such notice to be delivered by Lender within 90 days after Lender becomes aware of an event described above in this clause (d)(i)); provided, however, provided that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make there are no LIBOR Rate Loans and avoid the need for, or materially reduce the amount ofthen outstanding, such increased cost; notice shall be delivered by the later of (x) 90 days after Lender becomes aware of an event described in this clause (d)(i) and Agent promptly shall transmit (y) the notice date that Borrower notifies Lender in accordance with this Section 2.13 that it intends to each other Lender. Upon exercise the LIBOR Option) and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax lawslaws relating to taxes measured by or based on net income, profits, or capital) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate; PROVIDED that the LIBOR Rate shall not be adjusted to compensate any Lender pursuant to this clause (d) for any increased costs incurred more than 180 days prior to the date that such Lender notified the Agent pursuant to the following sentence of the change in law giving rise to such increased costs; PROVIDED FURTHER that if the change in law giving rise to such increased costs is retroactive, then the 180-day period referred to above shall not begin earlier than the date of effectiveness of the change in law. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent prompt written notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). Such statement shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment. In no event will any such Lender be required to disclose any confidential or proprietary information in connection with such statement. Upon giving such a written notice, the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right be obligated to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lendercomply with Section 14.2(c).

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent Agent, in consultation with Borrower, with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except except, for any Lender, (x) any costs relating to payments on account of Taxes and additional amounts required to be paid pursuant to, or explicitly excluded from payment under, Section 16.11, and (y) changes of general applicability in corporate (1) taxes imposed on or measured by the Lender's net income, or (2) franchise taxes imposed on the Lender, in lieu of net income taxes, by the jurisdiction, or any political subdivision thereof, under the laws of which it is organized or otherwise resides for tax lawspurposes or maintains any lending office) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (yx) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zy) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) abovethis Section 2.13(d)(i). In Failure or delay on the case part of clause (y) above, within 30 any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section for any additional or increased costs incurred more than 360 days after its receipt prior to the date that such Lender notifies the Administrative Borrower of such law giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender adoption of or change in any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment law that is held by such affected Lenderretroactive, then the 360-day period referred to above shall be extended to include the period of retroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (and, as to a Lender, except changes (x) costs relating to payments on account of Taxes and additional amounts that are required to be paid pursuant to, or explicitly excluded from the terms of Section 16.11 and (y) costs or reductions in amounts receivable as a result of a change of general applicability in corporate (1) taxes imposed on or measured by a Lender’s net income or (2) franchise taxes imposed on a Lender, in lieu of net income taxes, by the jurisdiction, or any political subdivision thereof, under the laws of which it is organized or otherwise resides for tax lawspurposes or maintains a lending office) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate; provided, however, notwithstanding anything to the contrary set forth herein, Borrower shall not be required to make any payments pursuant to this Section 2.12(d)(i) until the LIBOR Rate as adjusted pursuant hereto is in excess of 3.00% per annum. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)). In Borrower shall not be required to compensate any Lender pursuant to this Section for additional or increased costs incurred more than 180 days prior to the case date that the such Lender notifies Borrower of clause (y) above2313 such changes in applicable law or in the reserve requirements giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of changes in applicable law or in the reserve requirements that are retroactive, within 30 days after its receipt then the 180-day period referred to above shall be extended to include the period of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lenderretroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. ; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section for any additional or increased costs arising more than 180 days prior to the date that such Lender notifies Borrowers of the circumstances giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of circumstances that is retroactive or if the effects of such circumstances were not reasonably known to such Lender during such 180-day period referred to above, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof or the date such effects of such circumstances became known or would have reasonably been known to such Lender, as applicable.. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender).

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any additional or increased costs arising more than 180 days prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of circumstances that is retroactive or if the effects of such circumstances were not reasonably known to such Lender during such 180-day period referred to above, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof or the date such effects of such circumstances became known or would have reasonably been known to such Lender, as applicable. In any such event, the affected Lender shall give the Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, the Borrower may, by notice to such affected Lender (yA) require such Lender to furnish to the Borrower a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii). In the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender).

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; providedadjustment and, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; and Agent promptly shall transmit the notice to each other Lender. Upon upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of clause application thereof, shall at any time after the date hereof, in the reasonable opinion of Lender, make it unlawful or impractical for Lender to fund or maintain LIBOR Advances or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, Lender shall give notice of such changed circumstances to Administrative Borrower and (y) abovein the case of any LIBOR Rate Loans that are outstanding, within 30 days after its receipt the date specified in Lender's notice shall be deemed to be the last day of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for Interest Period of such affected Lender any other bank or financial institution reasonably acceptable to AgentLIBOR Rate Loans, and such affected interest upon the LIBOR Rate Loans of Lender thereafter shall have accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until Lender determines that it would no right longer be unlawful or impractical to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lenderdo so.

Special Provisions Applicable to LIBOR Rate. (ia) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent written notice (which shall include a certificate setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment) of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for 074658.16087/126128822v.10 determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.2(g)). In Notwithstanding the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lenderforegoing, Borrower may, at its option, (Ishall not be required to compensate any Lender pursuant to this Section 2.16(a) elect to substitute for such affected additional or increased costs incurred more than 180 days prior to the date that such Lender any other bank delivers such certificate; provided, that if the change in applicable law giving rise to such additional or financial institution reasonably acceptable increased costs is retroactive then the 180-day period referred to Agent, and such affected Lender above shall have no right be extended to refuse to be replaced hereunder, or (II) terminate include the Commitment that is held by such affected Lenderperiod of retroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (other than Taxes which shall be governed by Section 16), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes any Changes in tax laws (except changes of general applicability in corporate income tax laws) Law and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In (ii) Subject to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (A) in the case of clause (y) aboveany LIBOR Rate Loans of such Lender that are outstanding, within 30 days after its receipt the date specified in such Lender’s notice shall be deemed to be the last day of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for Interest Period of such affected Lender any other bank or financial institution reasonably acceptable to AgentLIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such affected Lender thereafter shall have accrue interest at the rate then applicable to Base Rate Loans, and (B) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no right longer be unlawful or impractical to refuse to be replaced hereunder, or do so. (II) terminate the Commitment that is held by such affected Lender.iii)

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (other than Taxes which shall be governed by Section 16), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes any Changes in tax laws (except changes of general applicability in corporate income tax laws) Law and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). (ii) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of clause (y) aboveany LIBOR Rate Loans of such Lender that are outstanding, within 30 days after its receipt the date specified in such Lender’s notice shall be deemed to be the last day of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for Interest Period of such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lender.LIBOR

Special Provisions Applicable to LIBOR Rate. (i) The i)The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In No Borrower shall be required to compensate any Lender pursuant to this Section for additional or increased costs incurred more than 180 days prior to the case date that the such Lender notifies Administrative Borrower of clause (y) abovesuch changes in applicable law or in the reserve requirements giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of changes in applicable law or in the reserve requirements that are retroactive, within 30 days after its receipt then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This provision shall survive the termination of this Agreement and the repayment in full of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected LenderObligations.

Special Provisions Applicable to LIBOR Rate. (i) The applicable LIBOR Rate may be adjusted by the Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law Applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except for (A) changes of general applicability in corporate income tax lawslaws or changes in tax laws with respect to franchise taxes imposed in lieu of income taxes and (B) changes in tax laws with respect to any Taxes required to be withheld or deducted by Borrowers, which shall be addressed in Section 15.11) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the applicable LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and the Agent notice of such a determination and adjustment; provided, however, that before making any such demand, adjustment and the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In Notwithstanding anything to the case contrary herein, no such adjustment of clause (y) above, within 30 days after its the applicable LIBOR Rate shall be effective in respect of any additional or increased costs incurred prior to the Administrative Borrower’s receipt of the notice from referred to below, if the affected event giving rise to such additional or increased costs occurred more than 180 days before the relevant Lender, Borrower may, at its option, (I) elect to substitute for ’s notice of such affected Lender any other bank or financial institution reasonably acceptable to Agent, event and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that related adjustment is held received by such affected Lenderthe Administrative Borrower.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes in taxes constituting taxes of general applicability the type described in corporate income tax lawsclauses (a) and (b) of the definition of “Excluded Taxes”)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (yx) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zy) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) abovethis Section 2.13(d)(i). In Failure or delay on the case part of clause any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any additional or increased costs incurred more than one hundred eighty (y180) above, within 30 days after its receipt prior to the date that such Lender notifies the Borrower of such law giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; providedfurther that if such claim arises by reason of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender adoption of or change in any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment law that is held by such affected Lenderretroactive, then the one hundred eighty (180) day period day period referred to above shall be extended to include the period of retroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (other than Taxes which shall be governed by Section 17), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successorGovernors), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In (ii) Subject to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of clause (y) aboveany LIBOR Rate Loans of such Lender that are outstanding, within 30 days after its receipt the date specified in such Lender’s notice shall be deemed to be the last day of the notice from Interest Period of such LIBOR Rate Loans, and interest upon the affected LenderLIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, Borrower may, at its option, and (Iz) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to substitute for such affected Lender do so. (iii) (A) Notwithstanding anything to the contrary herein or in any other bank Loan Document, upon the occurrence of a Benchmark Transition Event or financial institution reasonably acceptable an Early Opt-in Election, as applicable, Agent and Borrowers may amend this Agreement to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate replace the Commitment that is held by such affected Lender.LIBOR Rate and/or Daily

Special Provisions Applicable to LIBOR Rate. (ia) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent written notice (which shall include a certificate setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment) of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.2(g)). In Notwithstanding the case of clause (y) above, within 30 days after its receipt of the notice from the affected Lenderforegoing, Borrower may, at its option, (Ishall not be required to compensate any Lender pursuant to this Section 2.16(a) elect to substitute for such affected additional or increased costs incurred more than 180 days prior to the date that such Lender any other bank delivers such certificate; provided, that if the change in applicable law giving rise to such additional or financial institution reasonably acceptable increased costs is retroactive then the 180-day period referred to Agent, and such affected Lender above shall have no right be extended to refuse to be replaced hereunder, or (II) terminate include the Commitment that is held by such affected Lenderperiod of retroactive effect thereof.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve PercentageGovernors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yA) require such Lender to furnish to Borrower Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zB) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In No Borrower shall be required to compensate any Lender pursuant to this Section for additional or increased costs incurred more than 180 days prior to the case date that the such Lender notifies Administrative Borrower of clause (y) abovesuch changes in applicable law or in the reserve requirements giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of changes in applicable law or in the reserve requirements that are retroactive, within 30 days after its receipt then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This provision shall survive the termination of this Agreement and the repayment in full of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected LenderObligations.

Special Provisions Applicable to LIBOR Rate. (i) The applicable LIBOR Rate may be adjusted by the applicable Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits, Canadian Dollar deposits or Approved Offshore Currency deposits or increased costs costs, in each case, due to changes in applicable law Applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except for (A) changes of general applicability in corporate income tax lawslaws or changes in tax laws with respect to franchise taxes imposed in lieu of income taxes and (B) changes in tax laws with respect to any Taxes required to be withheld or deducted by Borrowers, which shall be addressed in Section 15.11) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the applicable LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and the applicable Agent notice of such a determination and adjustment; provided, however, that before making any adjustment and such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In Notwithstanding anything to the case contrary herein, no such adjustment of clause (y) above, within 30 days after its the applicable LIBOR Rate shall be effective in respect of any additional or increased costs incurred prior to the Administrative Borrower’s receipt of the notice from referred to below, if the affected event giving rise to such additional or increased costs occurred more than 180 days before the relevant Lender, Borrower may, at its option, (I) elect to substitute for ’s notice of such affected Lender any other bank or financial institution reasonably acceptable to Agent, event and such affected Lender shall have no right to refuse to be replaced hereunder, or (II) terminate the Commitment that related adjustment is held received by such affected Lenderthe Administrative Borrower.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs costs, in each case, due to changes in applicable law (other than changes in laws relative to Taxes, which shall be governed by Section 16) occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and and, with respect to Exhibit 10.61 DIP Credit Agreement Obligations denominated in Dollars, changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower Borrowers and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Borrower Borrowers may, by notice to such affected Lender (yx) require such Lender to furnish to Borrower Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (zy) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) aboveSection 2.12(b)(ii)). In the case of clause event that (A) any change in any law, regulation, treaty, or directive, or any change therein or in the interpretation or application thereof, shall at any time after the Closing Date (provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) aboveall requests, within 30 days after its receipt rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, treaty, rule, regulation or directive, as applicable, regardless of the notice from date enacted, adopted, issued or implemented), in the affected reasonable opinion of any Lender, Borrower maymake it unlawful or impossible for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at its optionthe LIBOR Rate or (B)(1) Dollar or Euro deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of a requested LIBOR Rate Loan, (I2) elect adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to substitute for such affected Lender any other bank or financial institution reasonably acceptable to Agent, and such affected Lender shall have no right to refuse to be replaced hereundera proposed LIBOR Rate Loan, or (II3) terminate the Commitment LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (x) in the case of any LIBOR Rate Loans of such Lender that is held by are outstanding, the date specified in such affected Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (y) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

Special Provisions Applicable to LIBOR Rate. (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment; provided, however, that before making any such demand, the affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic (other than immaterial costs related to such efforts), or regulatory manner) to designate a different eurodollar lending office if the making of such designation would allow the affected Lender to continue to perform its obligations to make LIBOR Rate Loans and avoid the need for, or materially reduce the amount of, such increased cost; adjustment and Agent promptly shall transmit the notice to each other Lender. Upon Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the case event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of clause application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Advances or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Administrative Borrower and Agent promptly shall transmit the notice to each other Lender and (y) abovein the case of any LIBOR Rate Loans of such Lender that are outstanding, within 30 days after its receipt the date specified in such Lender's notice shall be deemed to be the last day of the notice from the affected Lender, Borrower may, at its option, (I) elect to substitute for Interest Period of such affected Lender any other bank or financial institution reasonably acceptable to AgentLIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such affected Lender thereafter shall have accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no right longer be unlawful or impractical to refuse to be replaced hereunder, or (II) terminate the Commitment that is held by such affected Lenderdo so.