Common use of Additional Costs Clause in Contracts

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) subjects such Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects except as provided in Section 3.10.(c), changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition other Loan Documents in respect of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; Commitment (other than taxes, deductions, withholdings or other governmental charges that are excluded from the definition of “Taxes” pursuant to Section 3.10.(a)), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LIBOR Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or ) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition other Loan Documents in respect of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans (other than Excluded Taxes), or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each such case resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such LoansSystem) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of the LIBOR Base Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionSection 5.1(a), the Borrower shall promptly pay pay, within ten (10) Business Days days of receipt of written notice by the relevant Lender, to the Administrative Agent for the account of a the applicable Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition other Loan Documents in respect of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; Commitments (other than Indemnified Taxes or Excluded Taxes); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loansdetermined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, Converting to, Continuing of, or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such SOFR Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ), or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System FRB or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR SOFR Loans is determined to the extent utilized when determining LIBOR to determine Adjusted Term SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has imposes on any Lender or would have the effect of reducing London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration Loans made by such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower The Borrowers shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).. (b)

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, Converting to, Continuing of, or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such SOFR Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ), or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System FRB or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR SOFR Loans is determined to the extent utilized when determining LIBOR to determine Term SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has imposes on any Lender or would have the effect of reducing London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration Loans made by such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (Cpursuant to the first sentence of Section 3.12.(a) Connection Income Taxes) on any or payable as a result of such LIBOR Loans failing to deliver forms required by Section 3.12(c)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.14.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended bysuch Lender, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment Commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of the LIBOR Base Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower The Borrowers shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower The Borrowers shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition toIf any Change in Law: (a) imposes, and not in limitation of increases or in duplication of the immediately preceding subsection, the Borrower shall promptly pay renders applicable (other than to the Administrative Agent extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or Commitments of a an office of the Lender, or (b) imposes on the Lender from time any other conditions or requirements with respect to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunderthis Agreement, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of Documents, or any of such LIBOR Loans or such obligation Loan or the maintenance by such Commitment of the Lender of capital in respect of its LIBOR Loans or its Commitments hereunder, (such increases in costs c) and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change thatthe foregoing has the result of: (i) subjects such increasing the cost or reducing the return to the Lender to of making, funding, issuing, renewing, extending or maintaining any Taxes (other than (A) Indemnified TaxesLoan as a Eurodollar Rate Loan or maintaining its Commitment, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments;or (ii) imposes or modifies any reservereducing the amount of principal, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System interest or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined amount payable to the extent utilized when determining LIBOR for such Loans) relating to Lender hereunder on account of any extensions of credit or other assets ofLoan being a Eurodollar Rate Loan, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) has requiring the Lender to make any payment or would have to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Lender from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Lender at any time and from time to time and as often as the occasion therefor may arise, pay to the Lender such additional amounts as will be sufficient to compensate the Lender for such additional cost, reduction, payment or foregone interest or other sum. Notwithstanding anything contained in this Section 3.06 to the contrary, upon the occurrence of any event set forth in this Section 3.06 with respect to the Lender, the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternative Applicable Lending Office so as to avoid the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy)event set forth in this Section 3.06.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, continuing, converting to or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes pursuant to the first sentence of Section 3.12(a) and Taxes indemnified under Section 3.12 to the extent the Borrower (Cor any Person for the account or on behalf of the Borrower) Connection Income Taxes) on any of has actually paid such LIBOR Loans indemnified amounts); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, to and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall Borrowers jointly and severally agree to pay promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes) on any of such LIBOR Loans ), or its Commitments; (ii) imposes or modifies any reserve, special deposit deposit, liquidity or similar requirements (other than Regulation D of including pursuant to regulations issued from time to time by the Board of Governors of FRB for determining the Federal Reserve System or other similar maximum reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loansrequirement) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by by, such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or , or (iii) has or would have the effect of reducing the rate of return on capital of such Lender (other than on account of Taxes) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender ▇▇▇▇▇▇ could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay directly to the Administrative Agent for the account of a Lender each Bank from time to time on demand such amounts as such Lender Bank may determine to be necessary to compensate such Lender it for any costs incurred by which such Lender that it Bank determines are attributable to its making or maintaining of any LIBOR Fixed Rate Loans under this Agreement or its Note or its obligation to make any LIBOR such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or its Note in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition such Bank or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Bank has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or (iii) imposes any other acquisition of funds by such Lender condition affecting this Agreement or its Note (or its parent corporationany of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Borrower under this Section 3.01(a), or under Section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.04. (b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any commitment Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar loans or (includingii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.04). (c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, the Commitments an amount equal to any reduction in return on assets or equity of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender Bank to a level below that which such Lender it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by a Bank for purposes of this Section 3.01 of the effect of any Regulatory Change pursuant to subsections (taking into consideration a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such Lender’s policies with respect obligation, and of the additional amounts required to capital adequacy)compensate such Bank under this Section 3.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower The Borrowers shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporationcorporation controlling such Lender), or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender (or a corporation controlling such Lender) to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies (or such corporation’s) with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR SOFR Loans or SOFR Margin Loans or its obligation to make any LIBOR SOFR Loans or SOFR Margin Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR SOFR Loans or SOFR Margin Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR SOFR Loans or SOFR Margin Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting to the extent any such Additional Costs result from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such SOFR Loans or SOFR Margin Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has imposes on any Lender or would have the effect of reducing London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration Loans made by such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) Each Borrower shall promptly pay directly to the Administrative Agent for the account of a Lender each Bank from time to time such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for any costs incurred by that such Lender that it Bank determines are attributable to its making or maintaining of any LIBOR LIBO Rate Loans or its obligation to make any LIBOR LIBO Rate Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), resulting from any Regulatory Change that: (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Bank or of Excluded Taxes and (C) Connection Income Taxes) on its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such Bank has its principal office or its Commitments;such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D the Reserve Requirement utilized in the determination of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR LIBO Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended bysuch Bank (including, without limitation, any of such Loans or any other acquisition deposits referred to in the definition of funds by such Lender (or its parent corporation"LIBO Base Rate" in Section 1.01 hereof), or any commitment of such Lender Bank (including, without limitation, the Commitments Commitment of such Lender Bank hereunder); or (iii) has imposes any other condition affecting this Agreement or would have its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from any Borrower under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make LIBO Rate Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) Without limiting the effect of reducing the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on LIBO Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes LIBO Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make LIBO Rate Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) issued after the Restatement Date by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines), of capital in respect of its Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on capital assets or equity of such Lender Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender could Bank (or any Applicable Lending Office or such bank holding company) would have achieved with respect to its Commitment or Loans but for such Regulatory Change law, regulation, interpretation, directive or request). (taking into consideration d) Each Bank shall notify the Company of any event occurring after the Restatement Date entitling such Lender’s policies Bank to compensation under paragraph (a) or (c) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Bank obtains actual knowledge thereof. If any Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (c) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) or (b) of this Section 5.01, or of the effect of capital adequacymaintained pursuant to paragraph (c) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive absent manifest error, PROVIDED that such determinations and allocations are made on a reasonable basis. (e) Each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by any event specified in paragraphs (a), (b) or (c) of this Section 5.01 or in Section 5.03 hereof if such designation will avoid the need for, or reduce the amount of, such compensation or suspension, as the case may be, and will not, in the sole opinion of such Bank, be disadvantageous to such Bank.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of the LIBOR Base Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (i) The Borrower shall promptly pay directly to the Administrative Agent for the account of a Lender each Bank from time to time such amounts as such Lender Bank may determine to be necessary to compensate such Lender it for any costs incurred by such Lender that it Bank which such Bank determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, Total Commitment hereunder or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Total Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or its Note in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxes) on such Bank or its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such Bank has its principal office or its Commitments; such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to or any deposits with or other liabilities of, such Bank (including any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) imposes any other than Regulation D conditions affecting this Agreement in respect of the Board LIBOR Loans. Each Bank will notify the Borrower and the Agent of Governors any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.20 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Bank will furnish the Borrower and the Agent with a certificate setting forth the basis and amount of each request for such Bank for compensation from the Borrower under this Section 2.20. The Borrower may, by notice to such Bank (with a copy to the Agent), require that such Bank's Loans of the Federal Reserve System type with respect to which such compensation is requested be converted into Prime Rate Loans or LIBOR Loans, as the case may be, in accordance with Sections 2.8 and 2.23 hereof. (ii) Without limiting the effect of the foregoing provisions of this Section 2.20, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other similar reserve requirement applicable to any other category liabilities of liabilities or category of extensions of credit or other assets such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type of such Bank then outstanding shall be converted into Prime Rate Loans or LIBOR Loans, as the case may be, in accordance with Section 2.8 and 2.23 hereof). (b) If any existing or future law or regulation or the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, either imposes, modifies, deems applicable or results in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any deposits with Bank and the result thereof is to impose upon such Bank or other liabilities ofincrease any capital requirement applicable as a result of the making or maintenance of such Bank's Total Commitment (which imposition of or increase in capital requirements may be determined by the Bank's reasonable allocation of the aggregate of such capital impositions or increases) then, or other credit extended by, or any other acquisition of funds upon demand by such Lender Bank (or its parent corporationa copy of which demand shall be delivered to the Agent), the Borrower shall immediately pay to the Bank from time to time specified by the Bank, such additional fees as shall be sufficient to compensate the Bank for such imposition of or any commitment increase in capital require- ments. Such Bank will furnish the Borrower and the Agent with a certificate setting forth the basis and amount of each request by such Lender Bank for compensation from the Borrower under this Section 2.20. The Borrower may, by notice to such Bank (includingwith a copy to the Agent), without limitationrequire that such Bank's Loans of the type with respect to which such compensation is requested be converted into Prime Rate Loans or LIBOR Loans, as the Commitments of such Lender hereunder); orcase may be, in accordance with Section 2.8 and 2.23 hereof. (iiic) has or would have Determinations by any Bank for purposes of this Section 2.20 of the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such any Regulatory Change (taking into consideration on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Lender’s policies with Bank in respect to capital adequacy)of any Additional Costs, shall be conclusive, absent manifest error.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower 1) The Company shall promptly pay directly to the Administrative Agent for the account of a Lender each Funding Party from time to time such amounts as such Lender Funding Party may determine to be necessary to compensate such Lender Funding Party for any costs actually incurred by such Lender Funding Party that it such Funding Party determines are attributable to its making or maintaining of any LIBOR Loans Eurodollar Advances or its obligation to make any LIBOR Loans hereunderEurodollar Advances under the Operative Documents, or any reduction in any amount receivable by such Lender Funding Party under this Agreement or any of the other Loan Operative Documents in respect of any of such LIBOR Loans Advances or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), resulting from any Regulatory Change that: (iA) subjects shall subject any Funding Party (or its Applicable Lending Office for any of such Lender Advances) to any Taxes tax, duty or other charge in respect of such Funded Amounts or changes the basis of taxation of any amounts payable to such Funding Party under the Operative Documents in respect of any of such Funded Amounts (other than excluding (A) Indemnified Taxes, franchise taxes imposed on it or (B) Taxes described changes in clauses (b) through (d) the rate of tax on the definition of Excluded Taxes and (C) Connection Income Taxes) on any overall net income of such LIBOR Loans Funding Party or of such Applicable Lending Office, in each case, by the jurisdiction in which such Funding Party has its Commitments;principal office or such Applicable Lending Office); or (iiB) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D than, in the case of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference Funding Party for any period as to which the interest rate on LIBOR Loans Company is determined required to pay any amount under PARAGRAPH 5) below, the extent utilized when determining LIBOR for such Loansreserves and "Eurocurrency liabilities" under Regulation D referred to therein) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended bysuch Funding Party (including, without limitation, any of such Advances or any other acquisition deposits referred to in the definition of funds by such Lender (or its parent corporation), "Eurodollar Rate") or any commitment of such Lender Funding Party (including, without limitation, the Commitments of such Lender Funding Party hereunder); or (iiiC) has imposes any other condition affecting the Operative Documents (or would have any of such extensions of credit or liabilities) or its Commitments. If any Funding Party requests compensation from the Company under this SECTION 7.5(B), the Company may, by notice to such Funding Party (with a copy to the Administrative Agent), suspend the obligation of such Funding Party thereafter to make or continue Eurodollar Advances, or to convert Base Rate Advances into Eurodollar Advances, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of SECTION 7.5(E) hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Funding Party to receive the compensation so requested. 2) Without limiting the effect of reducing the rate other provisions of return this SECTION 7.5(B), in the event that, by reason of any Regulatory Change, any Funding Party either (i) incurs Additional Costs based on capital or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Funding Party that includes deposits by reference to which the interest rate on Eurodollar Advances is determined as provided in this Master Agreement or a level below category of extensions of credit or other assets of such Funding Party that which includes Eurodollar Advances or (ii) becomes subject to restrictions on the amount of such Lender could have achieved but for a category of liabilities or assets that it may hold, then, if such Funding Party so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Funding Party to make or continue, or to convert Base Rate Advances into, Eurodollar Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (taking into consideration such Lender’s policies with respect to capital adequacyin which case the provisions of SECTION 7.5(E) hereof shall be applicable). 3) Without limiting the effect of the foregoing provisions of this SECTION 7.5(B) (but without duplication), the Company shall pay directly to each Funding Party from time to time on request such amounts as such Funding Party may determine to be necessary to compensate such

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Loan (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of its Loan (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes imposes, modifies or modifies deems applicable any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder)Lender; or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to(i) Borrower shall pay to Agent, for Agent and not in limitation of or in duplication the Ratable benefit of the immediately preceding subsectionLenders, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time time, as applicable, within twelve (12) Business Days after demand therefor by Agent, such amounts as such Lender each Recipient may reasonably determine to be necessary sufficient to compensate such Lender Recipient for any costs incurred by that such Lender that it Recipient reasonably determines are attributable to its making or maintaining of any LIBOR Loans portion of the Loan or its obligation to make any LIBOR Loans portion of the Loan hereunder or, with respect to Agent, its obligation to administer the Loan hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans Recipient hereunder or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from and limited to the amounts necessary to compensate each Recipient for any Regulatory Change that(i) which affects similarly situated banks or financial institutions generally and is not applicable to such Recipient primarily by reason of such Recipient’s particular conduct or condition and (ii) which: (iA) subjects such Lender any Recipient to any Taxes (other than (A1) Indemnified Taxes, (B2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C3) Connection Income Taxes) on any its loans, loan principal, letters of such LIBOR Loans credit, commitments, or other obligations or its Commitments;deposits, reserves, other liabilities or capital attributable thereto; or (iiB) imposes imposes, modifies or modifies deems applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Bank for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D, as amended and in effect from time to time)), special deposit deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Recipient, or any commitment of such Lender Recipient (including, without limitation, the Commitments commitment of such Lender Recipient hereunder); or (iiiC) has imposes any other condition affecting this Agreement or would have the Note (or any of such extensions of credit or liabilities referred to in subdivision (2) above). (ii) Without limiting the effect of reducing the provisions of clause (i) of this Section 2.05 (but without duplication) and subject to the provisions of Section 2.15, in the event that, by reason of any Regulatory Change which affects similarly situated banks or financial institutions generally and is not applicable to a Lender primarily by reason of such Lender’s particular conduct or condition, any Lender incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of liabilities of such Lender that includes a category of extensions of credit or other assets of such Lender that includes the portion of the Loan evidenced by such ▇▇▇▇▇▇’s Note, then, if such Lender so elects by notice to Agent and Borrower, the obligation of such Lender to make or continue such portion of the Loan as a Term SOFR Loan or Daily Term SOFR Loan hereunder shall be suspended effective on the last day of the then current Interest Period, until such Regulatory Change ceases to be in effect and the portion of the Loan evidenced by such ▇▇▇▇▇▇’s Note shall, during such suspension, bear interest at the Reference Rate plus the Margin. (iii) Without limiting the effect of the foregoing provisions of this Section 2.05 (but without duplication), Borrower shall pay to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank or bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such parent bank or bank holding company of such Lender), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law) of any Governmental Authority (i) following any Regulatory Change or (ii) implementing any capital guideline or other requirement (whether or not having the force of law) applying to a class of banks including such Lender, hereafter issued by any government or governmental or supervisory authority implementing at the national level the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and/or the Basel Accord (including, without limitation, the various capital guidelines of the Federal Reserve Board (12 C.F.R. Part 208, Appendices 12 C.F.R. Part 225, Appendices), the various capital guidelines of the office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendices), and the Prompt Corrective Action provisions (12 C.F.R. Part 303)), of capital in respect of the commitment to lend or the Ratable Share of the Loan of such Lender (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on capital assets or equity of such Lender (or any Applicable Lending Office or such parent bank or bank holding company of such Lender) to a level below that which such Lender (or any Applicable Lending Office or such parent bank or bank holding company of such Lender) could have achieved but for such Regulatory Change (taking into consideration such Lenderlaw, regulation, interpretation, directive or request). For purposes of this Section 2.05, “Basel Accord” shall mean the various recommendations for capital and liquidity standards issued by the Bank for International Settlement’s policies with respect Basel Committee on Banking Supervision, including, without limitation, those recommendations known informally as “Basel I,” “Basel II,” and “Basel III,” as amended, modified and supplemented and in effect from time to capital adequacy)time or any replacement thereof.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Loan (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of its Loan (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.13.(a)); or its Commitments; (ii) imposes imposes, modifies or modifies deems applicable any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder)Lender; or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Company shall promptly pay directly to the Administrative Agent for the account of a Lender each Bank from time to time such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for any costs incurred by that such Lender that it Bank determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans or its obligation to make any LIBOR Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional ---------- Costs”"), resulting from any Regulatory Change that: (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or its Note in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Bank or of Excluded Taxes and (C) Connection Income Taxes) on its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such Bank has its principal office or its Commitments;such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D the Reserve Requirement used in the determination of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to Eurodollar Rate for any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR Interest Period for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended bysuch Bank (including, without limitation, any of such Loans or any other acquisition deposits referred to in the definition of funds by such Lender (or its parent corporation"Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Lender Bank (including, without limitation, the Commitments Commitment of such Lender Bank hereunder); or (iii) has imposes any other condition affecting this Agreement or would have its Note (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Loans of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive -------- the compensation so requested. (b) Without limiting the effect of reducing the provisions of Section 5.01(a) hereof, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make or Continue, or to Convert Loans of any other Type into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national or supra- national level the Basel Accord (including, without limitation, the Final Risk- Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on capital assets or equity of such Lender Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such Regulatory Change law, regulation, interpretation, directive or request). (taking into consideration d) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Lender’s policies Bank to compensation under Section 5.01(a) or (c) hereof as promptly as practicable, but in any event within 45 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to -------- give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under Section 5.01(a) or (c) hereof. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) hereof, or of the effect of capital adequacy)maintained pursuant to Section 5.01 hereof, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a -------- reasonable basis.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, continuing, converting or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such new or increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes) on any of such LIBOR Loans ); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy), other than, in the case of this clause (iii), with respect to Taxes that are expressly covered in Section 3.12.

Additional Costs. In addition to, to and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall Borrowers jointly and severally agree to pay promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes) on any of such LIBOR Loans ), or its Commitments; (ii) imposes or modifies any reserve, special deposit deposit, liquidity or similar requirements (other than Regulation D of including pursuant to regulations issued from time to time by the Board of Governors of FRB for determining the Federal Reserve System or other similar maximum reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loansrequirement) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by by, such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or , or (iii) has or would have the effect of reducing the rate of return on capital of such Lender (other than on account of Taxes) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender L▇▇▇▇▇ could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly (and in any event ---------------- within 30 calendar days of request) pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category utilized in the determination of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay to the Administrative Agent for the account on behalf of a Lender any Bank, from time to time time, on demand of such Bank, such amounts as such Lender Bank may reasonably determine to be necessary to compensate such Lender it for any costs incurred by which such Lender that it Bank reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans Loan hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or its Note in respect of any Taxes Loans or such obligation (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income or franchise of the definition such Bank or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Bank has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of; such Bank (including any of such Loans or any deposits referred to in the definitions of "LIBOR Loans", except to the extent that such cost is incorporated in the definition of "Reserve Adjusted LIBOR"); or (iii) imposes any other condition affecting this Agreement, or other credit extended by, its Note (or any of such extensions of credit or liabilities) and such Bank's obligations with respect thereto. Each Bank will notify the Agent, and the Agent shall notify the Borrower, of any Regulatory Change which will entitle such Bank to compensation pursuant to this Section 4.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall set forth the basis of the calculation of such additional compensation. The determination by any Bank of such amount shall, in the absence of any manifest error, be conclusive. (b) Without limiting the effect of the foregoing provisions of this Section 4.2, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other acquisition liabilities of funds such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or its parent corporationassets which it may hold, then, if such Bank so elects by notice to the Agent, the obligation of such Bank to make LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.5 shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 4.2 (but without duplication), the Borrower shall pay to the Agent, and the Agent shall pay to any Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs which it reasonably determines are attributable to the maintenance by it or any commitment of its Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority, of capital in respect of its Loans or other obligations hereunder (such Lender (includingcompensation to include, without limitation, the Commitments an amount equal to any reduction in return on assets or equity of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender Bank to a level below that which such Lender it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Agent, and the Agent will notify the Borrower, if it is entitled to compensation pursuant to this Section 4.2(c) as promptly as practicable after it determines to request such compensation, which notice shall set forth the basis of the calculation of such additional compensation. The determination by any Bank of such amount, if done in good faith on the basis of any reasonable method, shall, in the absence of any manifest error, be conclusive. (d) Determinations and allocations by a Bank for purposes of this Section 4.2 of the effect of any Regulatory Change pursuant to subsection (taking into consideration a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans, and of the additional amounts required to compensate such Lender’s policies with respect to capital adequacy)Bank under this Section 4.2, shall be conclusive absent manifest error.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Company shall promptly pay to the Administrative Agent for the account of a each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender it for any costs incurred by such Lender that it which such Lender determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans hereunder or its obligation to make any LIBOR of such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change thatwhich: (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) changes which affect taxes measured by or imposed on the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments;such Applicable Lending Office and other than Taxes and Other Taxes); or (ii) imposes or modifies any reserve, special deposit deposit, insurance assessment or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), including any of such Loans or any commitment deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof but excluding, with respect to any such Lender (includingEurodollar Loan, without limitation, any such requirements included in the Commitments of such Lender hereunderapplicable Reserve Requirement); or (iii) has imposes any other condition affecting this Agreement (or would have the effect of reducing the rate of return on capital any of such extensions of credit or liabilities). Each Lender to a level below that will notify the Company through the Administrative Agent of any event occurring after the date of this Agreement which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).will entitle such

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of SOFR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).. ​

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Borrowers shall promptly pay to the Administrative Agent for the account of a Lender from time to time time, without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate such Lender it for any costs incurred by such Lender that which it determines are attributable to its making or maintaining of any LIBOR Loans Loan or 36 its obligation to make any LIBOR Loans Loans, or the issuance or maintenance by Issuing Bank of or any other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Notes in respect of any of such LIBOR Loans or such obligation or Loans, including reductions in the maintenance by such Lender rate of return on a Lender's capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable and returns being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or the Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxestaxes imposed on or measured by the income, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans revenues or its Commitments; assets); or (ii) imposes or modifies any reserve, special deposit deposit, or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (other than any such reserve, deposit or its parent corporation)requirement reflected in the Base Rate or the Eurodollar Rate or the Floating Eurodollar Rate, or any commitment in each case computed in accordance with the respective definitions of such Lender (including, without limitation, the Commitments of such Lender hereunderterms set forth in Section 1.2 hereof); or or (iii) has or would have the effect of reducing the rate of return on capital of any such Lender to a level below that which such the Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy). Each Lender will notify the Authorized Representative and the Agent of any event occurring after the Closing Date which would entitle it to compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. (b) Without limiting the effect of the foregoing provisions of this Section 5.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Lender which includes deposits by reference to which the interest rate on Eurodollar Rate Loans or Floating Eurodollar Rate Swing Line Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of any Lender which includes Eurodollar Rate Loans or Floating Eurodollar Rate Swing Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Lender so elects by notice to the other Lenders, the obligation hereunder of such Lender (if SouthTrust) to make Floating Eurodollar Rate Swing Line Loans, and of any such Lender to make or convert Base Rate Loans into, Eurodollar Rate Loans that are the subject of such restrictions shall be suspended until the date such Regulatory Change ceases to be in effect and the Borrowers shall, immediately in the case of Floating Eurodollar Rate Swing Line Loans and on the last day(s) of the then current Interest Period(s) for outstanding Eurodollar Rate Loans, convert such Eurodollar Rate Loans into Base Rate Loans and convert such Floating Eurodollar Rate Swing Line Loans into Swing Line Loans bearing interest at the Base Rate (a "Base Rate Swing Line Loan"); provided, however, that the suspension of such obligation and the conversion of any Eurodollar Rate Loans or Floating Eurodollar Rate Swing Line Loans shall apply only to any Lender who is affected by such restrictions and who has provided such notice to the other Lenders, and the obligation of the other Lenders to make Eurodollar Rate Loans or (if SouthTrust) Floating Eurodollar Rate Swing Line Loans, and to convert Base Rate Loans into Eurodollar Rate Loans, shall not be affected by such restrictions. (c) Determinations by any Lender for purposes of this Section 5.1 of the effect of any Regulatory Change on its costs of making or maintaining, or being committed to make Loans, or by Issuing Bank as issuer of any Letter of Credit of the effect of any Regulatory Change on its costs in connection with the issuance or maintenance of, or any other Lender's Participation in, any Letter of Credit issued hereunder, or on amounts receivable by any Lender in respect of Loans or Letters of Credit, and of the additional amounts required to compensate the Lender in respect of any Additional Costs, shall be conclusive absent manifest error. The Lender requesting such compensation shall furnish to the Authorized Representative and the Agent within sixty (60) days of the incurrence of any Additional Costs for which compensation is sought an explanation of the Regulatory Change and calculations, in reasonable detail, setting forth such Lender's determination of any such Additional Costs.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Co-Borrowers shall promptly pay to the Administrative Agent for the account of a Lender Bank, from time to time time, within two days of the demand of the Bank, such amounts as such Lender the Bank may reasonably determine to be necessary to compensate such Lender it for any costs incurred by such Lender that it which the Bank reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans Loan or issue any Letter of Credit hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any such Loans or Letters of such LIBOR Loans Credit or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note or any Letter of Credit in respect of any such Lender to any Taxes obligations (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxes) on Bank for any of such LIBOR Loans obligations by the jurisdiction in which the Bank has its principal office or its Commitments; Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank (including any of such Loans or any deposits referred to in the definitions of "LIBOR Loans" or "Letters of Credit"); or (iii) imposes any other condition affecting this Agreement, or the Note (or any of such extensions of credit or liabilities) or any Letter of Credit and the Bank's obligations with respect thereto. The Bank will notify the Co-Borrowers of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 4.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. (b) Without limiting the effect of the foregoing provisions of this Section 4.2, in the event that, by reason of any Regulatory Change, the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit extended byor other assets of the Bank which includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Bank so elects by notice to the Co-Borrowers, the obligation of the Bank to make LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.5 shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 4.2 (but without duplication), the Co-Borrowers shall pay to the Bank from time to time on request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it reasonably determines are attributable to the maintenance by it or any other acquisition of funds by such Lender (its Affiliates pursuant to any law or its parent corporation), regulation of any jurisdiction or any commitment interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority, of capital in respect of its Loans or other obligations hereunder (such Lender (includingcompensation to include, without limitation, the Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of an amount equal to any reduction in return on capital assets or equity of such Lender the Bank to a level below that which such Lender it could have achieved but for such law, regulation, interpretation, directive or request). The Bank will notify the Co-Borrowers if it is entitled to compensation pursuant to this Section 4.2(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by the Bank for purposes of this Section 4.2 of the effect of any Regulatory Change pursuant to subsections (taking into consideration a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or of issuing Letters of Credit or its obligation to make Loans or issue Letters of Credit, or on amounts receivable by, or the rate of return to, it in respect of Loans, and of the additional amounts required to compensate the Bank under this Section 4.2, shall be conclusive, absent manifest error, if such Lender’s policies with respect to capital adequacy)determination is made reasonably and in good faith.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of payments to such Lender to in respect of this Agreement or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition other Loan Documents in respect of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; Commitments (except for Taxes covered by Section 3.10. and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or ) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower The Borrowers shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time time, within thirty (30) days after written demand, such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporationcorporation controlling such Lender), or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender (or a corporation controlling such Lender) to a level below that which such Lender (or such corporation) could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's (or such corporation's) policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.8(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of the Adjusted LIBOR Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (i) The Company shall promptly pay to the Administrative Agent for the account of a each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender it for any costs incurred by such Lender that it which such Lender determines are attributable to its making making, maintaining, converting or maintaining continuing of any LIBOR Loans hereunder to the Company or any other Borrower or its obligation to make any LIBOR of such Loans hereunderhereunder to the Company or any other Borrower, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change thatwhich: (A) subjects the Lender or Issuing Bank to Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than Indemnified Taxes covered by Section 5.08 and Excluded Taxes); or (B) imposes, modifies or deems applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or Issuing Bank; or (C) imposes any other condition, cost or expense affecting this Agreement (or any of such extensions of credit or liabilities). Each Lender (such term to include the Issuing Bank for purposes of this Section 6.01(a), solely in the case of and with respect to (i) subjects above) will notify the Company through the Administrative Agent of any event occurring after the Original Closing Date which will entitle such Lender to compensation pursuant to this Section 6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided, that the Company shall not be obligated to compensate such Lender for any Taxes such Additional Costs incurred more than 180 days prior to the time the Lender first notifies the Company of such Additional Cost Event (other than (A) Indemnified Taxesor such longer period if such Additional Cost Event is given retroactive effect). Each Lender will furnish the Company with a statement setting forth the calculations and the basis therefor, (B) Taxes described in clauses (b) each case in reasonable detail, and amount of each request by such Lender for compensation under this Section 6.01(a). If any Lender requests compensation from the Company under this Section 6.01(a), the Company may, by notice to such Lender through (d) the Administrative Agent, suspend the obligation of such Lender to make additional Loans of the definition Type for which compensation is requested to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments;Section 6.04 hereof shall be applicable). (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D Without limiting the effect of the Board foregoing provisions of Governors this Section 6.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the Federal Reserve System amount of a category of deposits or other similar reserve requirement applicable liabilities of such Lender which includes deposits by reference to any other category of liabilities which the interest rate on Term Benchmark Loans or CDOR Loans, as the case may be, is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Term Benchmark Loans or CDOR Loans, as the case may be, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by reference to which the interest rate on LIBOR Loans is determined notice to the extent utilized when determining LIBOR for such Loans) relating Company (with a copy to any extensions the Administrative Agent), the obligation of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender to make Term Benchmark Loans or CDOR Loans, as the case may be, hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable). (iii) Determinations and allocations by any Lender for purposes of this Section 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Loans or its parent corporation)of making or maintaining Loans or on amounts receivable by it in respect of Loans, or and of the additional amounts required to compensate such Lender in respect of any commitment Additional Costs, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis. (iv) If any Lender demands compensation under this Section, the Company may, at any time upon at least three (3) Business Days’ prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Term Benchmark Loans denominated in Dollars of such Lender (includingin which case the Company shall be obligated, without limitationif such conversion is made on a day that is not the last day of the then current Interest Period applicable to such affected Term Benchmark Loan, the Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration reimburse such Lender’s policies , in accordance with respect Section 6.05, for any resulting loss or expense incurred by it) to capital adequacy)an ABR Loan.

Additional Costs. In addition toThe Borrower shall promptly, and not in limitation any event within 3 Business Days of or in duplication of demand by the immediately preceding subsectionAgent, the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Revolving Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Revolving Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Revolving Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans Loan hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Credit Documents in respect of any portion of such LIBOR Loans the Loan or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans portion of the Loan or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Credit Documents in respect of any of such portion of the Loan or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.9.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Loan (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any Loan (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loansdetermined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR SOFR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such SOFR Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; ); (ii) imposes or modifies any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR SOFR Loans is determined to the extent utilized when determining LIBOR SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).- 65 - LEGAL02/44384586v6

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loansdetermined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Company shall promptly pay directly to the Administrative Agent for the account of a Lender each Bank from time to time such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for any costs incurred by that such Lender that it Bank determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans or Fixed Rate Loans or its obligation to make any LIBOR Eurodollar Loans or Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: (i) subjects changes the basis of taxation of any amounts payable to such Lender to any Taxes Bank under this Agreement or its Notes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes imposed on or measured by the definition of Excluded Taxes and (C) Connection Income Taxes) on any overall net income of such LIBOR Loans Bank or of its Commitments;Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D the Reserve Requirement utilized in the determination of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended bysuch Bank (including, without limitation, any of such Loans or any other acquisition deposits referred to in the definition of funds by such Lender (or its parent corporation"Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Lender Bank hereunder (including, without limitation, the Commitments Commitment of such Lender hereunderBank); or (iii) has imposes any other condition affecting this Agreement or would have its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) Without limiting the effect of reducing the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans or Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans or Fixed Rate Loans as the case may be, hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.04). (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Pan 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on capital assets or equity of such Lender Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to capital adequacy)time or any replacement thereof.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments any commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly within 5 Business Days following the Agent’s demand therefore, pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder (such amounts shall be based upon a reasonable allocation thereof by such Lender to any LIBOR Loans made by such Lender hereunder), any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Loan (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of its Loan (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder)Lender; or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition toThe Borrower shall promptly, and not in limitation any event within 3 Business Days of or in duplication of demand by the immediately preceding subsectionAgent, the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”; provided Additional Costs shall not include Mandatory Costs or amounts payable under Section 4.10.), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower The Borrowers shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional ‌ ​ LEGAL02/42113124v8 ​ Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of SOFR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).. ​

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Borrowers shall promptly pay directly to the Administrative Agent for the account of a each Lender from time to time within five Banking Days of demand therefor such amounts as such Lender may reasonably determine to be necessary to compensate such Lender it for any costs incurred by which such Lender that it determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans under this Agreement or its Note or its obligation to make any LIBOR such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or its Note in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender; or (iii) imposes any other credit extended by, condition affecting this Agreement or its Note (or any other acquisition of funds by such extensions of credit or liabilities). Each Lender will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Lender (or its parent corporationto compensation pursuant to this ss. 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Lender requests compensation from the Borrowers under this ss. 3.01(a), or any commitment under ss. 3.01(c), the Borrowers may, by notice to such Lender with a copy to the Agent, suspend the obligation of such Lender to make Loans of the type with respect to which such compensation is requested (includingin which case the provisions of ss. 3.04 shall be applicable). (b) Without limiting the effect of the foregoing provisions of this ss. 3.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrowers with a copy to the Agent, the obligation of such Lender to make Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of ss. 3.04 shall be applicable). (c) Without limiting the effect of the foregoing provisions of this ss. 3.01 (but without duplication), the Borrowers shall pay directly to each Lender from time to time within five Banking Days of request therefor such amounts as such Lender may determine to be necessary to compensate such Lender for any costs which it determines are attributable to the maintenance by the Lender or its bank holding company or any of its Affiliates, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law) of any court or governmental or monetary authority, whether in effect on the date of this Agreement or thereafter, of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, the Commitments an amount equal to any reduction in return on assets or equity of such Lender hereunder); or (iii) has or would have the effect its bank holding company or any of reducing the rate of return on capital of such Lender its Affiliates to a level below that which such Lender it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Borrowers if such Lender is entitled to compensation pursuant to this ss. 3.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by a Lender for purposes of this ss. 3.01 of the effect of any Regulatory Change pursuant to subsections (taking into consideration a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such Lender’s policies with respect obligation, and of the additional amounts required to capital adequacy)compensate such Lender under this ss. 3.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. Each Lender demanding payment from the Borrowers pursuant to this ss. 3.01 shall furnish to the Borrowers at the time of such demand a statement showing the basis for and the method of calculation of such demand.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs actually incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder)Lender; or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender (or any Person controlling such Lender) to a level below that which such Lender (or such Person) could have achieved but for such Regulatory Change (taking into consideration the policies of such Lender’s policies Lender or Person with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay directly to the Administrative Agent for the account of a Lender each Bank from time to time on demand such amounts as such Lender Bank may determine to be necessary to compensate such Lender it for any increased costs incurred by which such Lender that it Bank determines are attributable to its making or maintaining of any LIBOR Loans under this Agreement or its Notes or its obligation to make any LIBOR such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (Ax) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) franchise taxes and taxes imposed on the overall income of the definition such Bank or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Bank is organized, has its principal office or its Commitments; such Lending Office or any political subdivision thereof or therein and (y) withholding taxes imposed by the United States); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in (a) the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.4. (b) Without limiting the effect of the foregoing provisions of this Section 3.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBO Rate Loans is determined as provided in this Agreement or a category of extensions of credit extended byor other assets of such Bank which includes LIBO Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4). (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by it or any other acquisition of funds by such Lender its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its parent corporation), or any commitment of obligation to make Loans hereunder (such Lender (includingcompensation to include, without limitation, the Commitments an amount equal to any reduction in return on assets or equity of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender Bank to a level below that which such Lender it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.1 as promptly as practicable, or within 90 days after the repayment of the Loans and the termination of the Commitments, after it determines to request such compensation. (d) Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to subsections (taking into consideration a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such Lender’s policies with respect obligation, and of the additional amounts required to capital adequacy)compensate such Bank under this Section 3.1, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay directly to the Administrative Agent for the account of a each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender it for any costs incurred by which such Lender that it determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans or its obligation to make any LIBOR Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), resulting from any Regulatory Change thatwhich: (i) subjects such Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D the Reserve Requirement utilized in the determination of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (including any of such Loans or its parent corporationany deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Lender (including, without limitation, including the Commitments of such Lender hereunder); or (iiiii) has imposes any other condition affecting this Agreement or would have its Notes (or any of such extensions of credit or liabilities) or Commitments. If any Lender requests compensation from the Borrower under this Section 5.01(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable). (b) Without limiting the effect of reducing the provisions of Section 5.01(a) hereof, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender for any costs which it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on capital assets or equity of such Lender (or any Applicable Lending Office) to a level below that which such Lender (or any Applicable Lending Office) could have achieved but for such Regulatory Change law, regulation, interpretation, directive or request). (taking into consideration d) Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender’s policies Lender to compensation under paragraph (a) or (c) of this Section 5.01 as promptly as practicable, but in any event within 60 days, after such Lender obtains actual knowledge thereof; PROVIDED, however, that if any Lender fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice; and PROVIDED, FURTHER, that each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (c) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) or (b) hereof, or of the effect of capital adequacy)maintained pursuant to Section 5.01(c) hereof, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall be conclusive, PROVIDED that such determinations and allocations are made on a reasonable basis.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay (a) Subject to the Administrative Agent for the account requirements of a Lender clause (c) of this Section 2.14, each Mortgagor shall pay directly to each Participant from time to time such amounts (if any) as such Lender Participant may determine to be necessary to compensate such Lender Participant for any increase in costs incurred by that such Lender that it Participant reasonably determines are attributable to its making or maintaining of any LIBOR its participation in the Loans or its obligation to make any LIBOR Loans hereunderfunding arrangements utilized in connection with such participations, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Participant hereunder in respect of any of such LIBOR Loans participations or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments arrangements (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change that: (i) subjects such Lender to imposes any Taxes (other than (A) Indemnified Taxestax that is the functional equivalent of any reserve, (B) Taxes described in clauses (b) through (d) special deposit or similar requirement of the definition of Excluded Taxes and sort covered by clause (Cii) Connection Income Taxes) on any of such LIBOR Loans or its Commitments;below; or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal including any Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such LoansRequirement) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder)Participant; or (iii) has imposes any other condition affecting this Security Agreement or its participation in the Loans (or any of such extensions of credit or liabilities); provided that any Participant which acquires a Loan Certificate pursuant to Section 2.07 (a “Transferee Participant”) shall not be entitled to compensation for any Additional Costs in excess of the Additional Costs that would have been imposed on the Participant on the Closing Date under applicable law in effect on the Closing Date, except to the extent such transfer is effected (i) in connection with mitigation provisions, (ii) at the request of the Borrowers or (iii) in order to comply with any change in law or governmental requirement. (b) Without limiting the effect of reducing the foregoing provisions of this Section 2.14 (but without duplication), and subject to the requirements of clause (c) of this Section 2.14, each Mortgagor shall pay directly to each Participant from time to time on request such amounts (if any) as such Participant may determine to be necessary to compensate such Participant (or, without duplication, the holding company of which such Participant is a subsidiary) for any increase in actual costs that it determines are attributable to the maintenance by such Participant (or such Participant’s lending office or such holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful so long as compliance therewith is standard banking practice in the relevant jurisdiction) of any court or governmental or monetary authority following any Regulatory Change of capital or liquidity requirements in respect of its participation in the Loan Certificates or funding arrangements utilized in connection with such participation; such compensation to include, without limitation, an amount equal to any reduction of the rate of return on capital assets or equity of such Lender to a level below that which Participant (or any lending office or such Lender bank holding company) could have achieved but for such law, regulation, interpretation, directive or request; provided that no Transferee Participant shall be entitled to compensation for any such additional costs or reduction of rate of return on assets or equity attributable to compliance with capital adequacy or liquidity requirements in excess of those that would have applied to the Participant on the Closing Date under applicable law in effect on the Closing Date; except to the extent such transfer is effected (i) in connection with mitigation provisions, (ii) at the request of the Borrower or (iii) in order to comply with any change in law or governmental requirement. (c) Each Participant shall notify the Borrowers of any event occurring after the date of this Security Agreement entitling such Participant to compensation under paragraph (a) or (b) of this Section 2.14 as promptly as practicable, but in any event within ten days, after such Participant obtains Actual Knowledge thereof; provided that each Participant will use commercially reasonable efforts (at Borrowers’ expense) to mitigate the amount of the additional costs associated with such event, including designating a different lending office for its participation in the Loan if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Participant, result in any economic, operational legal or regulatory disadvantage to such Participant. Each Participant will furnish to the Borrowers a written confirmation of such additional costs, which will set forth in reasonable detail (i) the events giving rise to such additional costs, (ii) the basis for determining and allocating such additional costs and (iii) the amount of each request by such Participant for compensation under paragraph (a) or (b) of this Section 2.14 (subject, however, to any limitations such Participant may require in respect of disclosure of confidential information relating to its capital structure), together with a statement that the determinations and allocations made in respect of the additional costs comply with the provisions of this Section 2.14, including as provided in the last proviso of this paragraph (c). Determinations and allocations by any Participant for purposes of this Section 2.14 of the effect of any Regulatory Change pursuant to paragraph (taking into consideration a) of this Section 2.14, or of the effect of capital maintained pursuant to paragraph (b) of this Section 2.14, on its costs or rate of return of maintaining its participation in the Loans or its funding thereof, or on amounts receivable by it in respect of its participation, and of the amounts required to compensate such Lender’s policies with respect to capital adequacy)Participant under this Section 2.14, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable and non-discriminatory basis and, in the case of allocations, are made fairly.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay directly to the Administrative Agent for the account of a each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender it for any costs incurred by which such Lender that it determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans or CREDIT AGREEMENT its obligation to make any LIBOR Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), resulting from any Regulatory Change thatwhich: (i) subjects such Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (including any of such Loans or its parent corporationany deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Lender (including, without limitation, including the Commitments of such Lender hereunder) that is not otherwise included in the determination of the Eurodollar Rate (including the Statutory Reserve Rate utilized in such determination); or (iiiii) imposes on such Lender any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or Commitments. If any Lender requests compensation from the Borrower under this Section 5.01(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), if any Lender determines that any Regulatory Change regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender Lender's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, to a level below that which such Lender could or such Lender's holding company would have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. (c) Each Lender will provide written notice to the Borrower of any event occurring after the date of this Agreement that will entitle such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 30 days, after such Lender obtains actual knowledge thereof; PROVIDED, however, that if any Lender fails to give such notice within 30 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 30 days prior to the date that such Lender does give such notice. Each Lender will furnish to the Borrower (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) hereof, or of the effect of capital maintained pursuant to Section 5.01(b) hereof, CREDIT AGREEMENT on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall be conclusive in the absence of manifest error, PROVIDED that such determinations and allocations are made on a reasonable basis.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly (and in any event within 30 calendar days of request) pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category utilized in the determination of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionclause (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, (a) Lender will use reasonable efforts (consistent with legal and not in limitation of or in duplication regulatory restrictions) to maintain the availability of the immediately preceding subsectionFloating Interest Rate Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Borrower shall promptly pay Loan to a branch, office or Affiliate of Lender in another jurisdiction, or a redesignation of its lending office with respect to the Administrative Agent Loan, in order to maintain the availability of the Floating Interest Rate Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any additional costs, expenses or risk to Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other respect to Lender (including the effect on any Securitization) as determined by Lender in its reasonable discretion. (b) If Lender requests compensation under Section 2.2.3, or if Borrower is required to pay any Indemnified Taxes or additional amounts to Lender or any Governmental Authority for the account of Lender pursuant to Section 2.7 and, in each case, Lender has declined or is unable to designate a different lending office in accordance with Section 2.2.4(a), then Borrower may, at its sole expense and effort, upon notice to Lender, require Lender from time to time such amounts as such Lender may determine assign and delegate, without recourse, all of its interests, rights (other than its existing rights to be necessary payments pursuant to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making Section 2.2.3 or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender Section 2.7) and obligations under this Agreement or any of and the other related Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance to another Lender designated by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change Borrower; provided that: (i) subjects such The assigning Lender shall have received payment of an amount equal to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) the outstanding principal of its ratable portion of the definition of Excluded Taxes Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (C) Connection Income Taxes) on any to the extent of such LIBOR Loans outstanding principal and accrued interest and fees) or its CommitmentsBorrower (in the case of all other amounts); (ii) imposes in the case of any such assignment resulting from a claim for compensation under Section 2.2.3 or modifies any reservepayments required to be made pursuant to Section 2.7, special deposit such assignment will result in a reduction in such compensation or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); orpayments thereafter; (iii) has such assignment does not conflict with applicable law; and (iv) if, upon such demand by Borrower, Lender elects to waive its request for additional compensation pursuant to Sections 2.2.3 or would have Section 2.7, the effect of reducing the rate of return on capital of such demand by Borrower for Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy)so assign all of its rights and obligations under this Agreement shall thereupon be deemed withdrawn.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender Bank from time to time such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for any costs incurred by such Lender Bank that it reasonably determines are attributable to its making or maintaining of any LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender Bank under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender Bank of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 4(j)(i)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of the Adjusted LIBOR Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Bank, or any commitment of such Lender Bank (including, without limitation, the Commitments of such Lender Bank hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender Bank to a level below that which such Lender Bank could have achieved but for such Regulatory Change (taking into consideration such LenderBank’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionclause (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such the Lender may reasonably determine to be necessary to compensate such Lender it for any costs incurred by such it Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such the Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR the Loans or such obligation or the maintenance by such the Lender of capital in respect of its LIBOR the Loans or its Commitments the Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects such changes the basis of taxation of any amounts payable to the Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of the Loans or the Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.7.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)the Lender, or any commitment of such the Lender (including, without limitation, the Commitments of such Lender hereunderCommitment); or or (iii) has or would have the effect of reducing the rate of return on capital of such the Lender to a level below that which such the Lender could have achieved but for such Regulatory Change (taking into consideration such the Lender’s policies with respect to capital adequacy).

Additional Costs. In addition toIf any Governmental Authority shall: (a) subject any Senior Lender, and not directly or indirectly, to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the Loans or any loan commitments maintained hereunder, other than Taxes; or (b) materially change the basis of taxation, except for changes in limitation Taxes, directly or indirectly, of the principal of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for interest on any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation any other amounts payable to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Senior Lender under this Agreement Agreement; or (c) impose on any Senior Lender, directly or indirectly, any other conditions or requirements with respect to this Agreement, the Loans, any loan commitments maintained hereunder or any class of loans or commitments of which any of the other Loan Documents in respect Loans forms a part; and the result of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change thatforegoing is: (i) subjects such Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; (ii) imposes to reduce the amount of principal, interest or modifies other amount payable to such Senior Lender, directly or indirectly, hereunder on account of any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) has to require such Senior Lender, directly or would have indirectly, to make any payment or to forego any interest or other sum payable hereunder, the effect amount of reducing which payment or foregone interest or other sum is calculated by reference to the rate gross amount of return on capital any sum receivable or deemed received by such Senior Lender from the Borrower hereunder; then, and in each such case, the Borrower shall, within ten (10) Business Days following receipt of notice from such Senior Lender including calculations of the amounts payable, pay to a level below that which such Senior Lender could have achieved but such additional amounts as will be sufficient to compensate such Senior Lender for such Regulatory Change (taking into consideration additional cost, reduction, payment or foregone interest or other sum. The determination by such Lender’s policies with respect to capital adequacy)Senior Lender of any such amount shall, in the absence of manifest error, be conclusive. At the Borrower's request, such Senior Lender shall demonstrate the basis for such determination.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly (and in any event within 30 calendar days of request) pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category utilized in the determination of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay directly to the Administrative Agent for the account of a each Lender from time to time time, promptly upon the request of such amounts as such Lender may determine to be necessary to compensate such Lender for any Lender, the costs incurred by such Lender that it which such Lender reasonably determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans hereunder or its obligation to make any LIBOR of such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change thatwhich: (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or its Note in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by or calculated on the basis of the definition overall net income or capital of Excluded Taxes and (C) Connection Income Taxes) on such Lender or its Applicable Lending Office for any of such LIBOR Loans or its CommitmentsLoans); (ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), including any of such Loans or any commitment deposits referred to in the definition of such Lender (including"Eurodollar Rate" in Section 1.1 hereof, without limitation, but excluding the Commitments Reserve Requirement to the extent it is included in the calculation of such Lender hereunderthe Adjusted Eurodollar Rate); or (iii) has imposes any other condition affecting this Agreement or would have the effect Notes or any of reducing such extensions of credit or liabilities or commitments. Each Lender will notify the rate Borrower (with a copy to the Agent) of return on capital of any event occurring after the Closing Date which will entitle such Lender to a level below that which such Lender could have achieved but for such Regulatory Change compensation pursuant to this Section 4.1 (taking into consideration such Lender’s policies with respect a) as promptly as practicable after it obtains knowledge thereof and determines to capital adequacy).request such

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionsubsection (a), the Borrower shall promptly pay to the Administrative Agent for the account of a each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, continuing, converting or maintaining of any LIBOR LIBORTerm SOFR Loans or its obligation to make any LIBOR LIBORTerm SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such new or increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes) on any of such LIBOR Loans ); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy), other than, in the case of this clause (iii), with respect to Taxes that are expressly covered in Section 3.12.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loansdetermined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such the Lender may reasonably determine to be necessary to compensate such Lender it for any costs incurred by such the Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such the Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR the Loans or such obligation or the maintenance by such the Lender of capital in respect of its LIBOR the Loans or its Commitments the Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case to the extent resulting from any Regulatory Change that: : (i) subjects such changes the basis of taxation of any amounts payable to the Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of the Loans or the Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.8.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of LIBOR Market Index Rate or Adjusted LIBOR, as applicable, for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)the Lender, or any commitment of such the Lender (including, without limitation, the Commitments of such Lender hereunderCommitment); or or (iii) has or would have the effect of reducing the rate of return on capital of such the Lender to a level below that which such the Lender could have achieved but for such Regulatory Change (taking into consideration such the Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionclause (a), the Borrower shall promptly pay to the Administrative Agent within twelve (12) Business Days following written demand therefor for the account of a Lender from time to time such amounts as such Lender may determine to be necessary in good faith to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, maintaining or maintaining of converting any LIBOR Loans Benchmark Loan or its obligation to make any LIBOR Loans Benchmark Loan or hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans Benchmark Loan or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Benchmark Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Benchmark Loans or its Commitments (other than (A) Indemnified Excluded Taxes), (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Benchmark Loans is determined to the extent utilized when determining LIBOR for such Loansare determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or ) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Borrowers shall promptly pay directly to the Administrative Agent for the account of a each Lender from time to time on demand such amounts as such Lender may determine to be necessary to compensate such Lender it for any costs incurred by which such Lender that it determines are attributable to its making or maintaining of any LIBOR Eurodollar Loans under this Agreement or its Notes or its obligation to make any LIBOR such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents hereunder in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities). Each Lender will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 6.01 (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Lender requests compensation from the Borrowers under this Section 6.01(a), or under Section 6.01(c), the Borrowers may, by notice to such Lender (with a copy to the Agent), require that such Lender's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 6.04. (b) Without limiting the effect of the foregoing provisions of this Section 6.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit extended byor other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Lender to make or renew, and to convert Loans of any other acquisition type into, Loans of funds such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Lender then outstanding shall be converted in accordance with Section 6.04). (c) Without limiting the effect of the foregoing provisions of this Section 6.01 (but without duplication), the Borrowers shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender for any costs which it determines are attributable to the maintenance by it or any of its Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans or participation in Letters of Credit hereunder or its parent corporation), or any commitment of obligation to make Loans hereunder (such Lender (includingcompensation to include, without limitation, the Commitments an amount equal to any reduction in return on assets or equity of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender Affiliates to a level below that which such Lender it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Borrowers if it is entitled to compensation pursuant to this Section 6.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by a Lender for purposes of this Section 6.01 of the effect of any Regulatory Change pursuant to subsections (taking into consideration a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such Lender’s policies with respect obligation, and of the additional amounts required to capital adequacy)compensate such Lender under this Section 6.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, Converting to, Continuing of, or maintaining of any LIBOR SOFR Loans or SOFR Margin Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR SOFR Loans or SOFR Margin Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR SOFR Loans or SOFR Margin Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such SOFR Loans or SOFR Margin Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ), or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System FRB or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR SOFR Loans or SOFR Margin Loans is determined to the extent utilized when determining LIBOR to determine Daily Simple SOFR or Term SOFR, as applicable, for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or ) or (iii) has imposes on any Lender or would have the effect of reducing London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration Loans made by such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.12(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunderLoans, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Ratable Share of the Loan (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of its ratable share of the Loans (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.10.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of the Adjusted LIBOR Rate for such Loansits ratable share of the Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder)Lender; or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender Bank from time to time such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for any costs incurred by such Lender Bank that it determines are attributable to its making or maintaining of any LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender Bank under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Rate Loans or such obligation or the maintenance by such Lender Bank of capital in respect of its LIBOR Rate Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to Bank under this Agreement or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition other Loan Documents in respect of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Rate Loans or its Commitments; Commitment (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such LIBOR Rate Loans by the jurisdiction in which such Bank has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Rate Loans is determined to the extent utilized when determining LIBOR for such Loansdetermined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender Bank (or its parent corporation), or any commitment of such Lender Bank (including, without limitation, the Commitments Commitment of such Lender Bank hereunder); or ) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender Bank to a level below that which such Lender Bank could have achieved but for such Regulatory Change (taking into consideration such Lender’s Bank's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower (a) The Borrowers shall promptly pay to the Administrative Agent for the account of a Lender from time to time time, without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate such Lender it for any costs incurred by such Lender that which it determines are attributable to its making or maintaining of any LIBOR Loans Loan or its obligation to make any LIBOR Loans Loans, or the issuance or maintenance by Issuing Bank of or any other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Notes in respect of any of such LIBOR Loans or such obligation or Loans, including reductions in the maintenance by such Lender rate of return on a Lender's capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable and returns being herein called “"Additional Costs”"), resulting from any Regulatory Change that: which: (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or the Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxestaxes imposed on or measured by the income, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans revenues or its Commitments; assets); or (ii) imposes or modifies any reserve, special deposit deposit, or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (other than any such reserve, deposit or its parent corporation)requirement reflected in the Base Rate or the Eurodollar Rate, or any commitment in each case computed in accordance with the respective definitions of such Lender (including, without limitation, the Commitments of such Lender hereunderterms set forth in Section 1.2 hereof); or or (iii) has or would have the effect of reducing the rate of return on capital of any such Lender to a level below that which such the Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy). Each Lender will notify the Authorized Representative and the Agent of any event occurring after the Closing Date which would entitle it to compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. (b) Without limiting the effect of the foregoing provisions of this Section 5.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Lender which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of any Lender which includes Eurodollar Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Lender so elects by notice to the other Lenders, the obligation hereunder of such Lender to make, and to convert Base Rate Loans into, Eurodollar Rate Loans that are the subject of such restrictions shall be suspended until the date such Regulatory Change ceases to be in effect and the Borrowers shall, on the last day(s) of the then current Interest Period(s) for outstanding Eurodollar Rate Loans convert such Eurodollar Rate Loans into Base Rate Loans; provided, however, that the suspension of such obligation and the conversion of any Eurodollar Rate Loans into Base Rate Loans shall apply only to any Lender who is affected by such restrictions and who has provided such notice to the other Lenders, and the obligation of the other Lenders to make, and to convert Base Rate Loans into, Eurodollar Rate Loans shall not be affected by such restrictions. (c) Determinations by any Lender for purposes of this Section 5.1 of the effect of any Regulatory Change on its costs of making or maintaining, or being committed to make Loans, or by Issuing Bank as issuer of any Letter of Credit of the effect of any Regulatory Change on its costs in connection with the issuance or maintenance of, or any other Lender's Participation in, any Letter of Credit issued hereunder, or on amounts receivable by any Lender in respect of Loans or Letters of Credit, and of the additional amounts required to compensate the Lender in respect of any Additional Costs, shall be conclusive absent manifest error. The Lender requesting such compensation shall furnish to the Authorized Representative and the Agent within sixty (60) days of the incurrence of any Additional Costs for which compensation is sought an explanation of the Regulatory Change and calculations, in reasonable detail, setting forth such Lender's determination of any such Additional Costs.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may reasonably and in good faith determine to be necessary to compensate reimburse such Lender for any costs incurred by such Lender that are not reasonably attributable to any act or failure on the part of Administrative Agent or any Lender and that it reasonably and in good faith determines are attributable to its making or maintaining of any LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects materially changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of taxes which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.8(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of the Adjusted LIBOR Rate for such LoansLoan) relating to to-any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (Cpursuant to the first sentence of Section 3.12.(a) Connection Income Taxes) on any or payable as a result of such LIBOR Loans failing to deliver forms required by Section 3.12(c)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay in Dollars directly to each Bank or the Administrative Agent for Agent, as the account of a Lender case may be, from time to time such amounts as such Lender Bank or the Administrative Agent, as the case may be, may reasonably determine to be necessary to compensate such Lender it for any costs incurred by that such Lender that it Bank or the Administrative Agent, as the case may be, reasonably determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunderhereunder to the Borrower, or any reduction in any amount received or receivable by such Lender under this Agreement Bank or any of the other Loan Documents Administrative Agent hereunder in respect of any of such LIBOR Loans or such obligation or to the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments Borrower (such increases in costs and reductions in amounts received or receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects such Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D than, in the case of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference Bank for any period as to which the interest rate on LIBOR Loans Borrower is determined required to pay any amount under paragraph (d) of this Section 5.01, the extent utilized when determining LIBOR for such Loansreserves against “Eurocurrency liabilities” under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended bysuch Bank (including, without limitation, any of such Loans or any other acquisition deposits referred to in the definitions of funds by such Lender (or its parent corporation“Eurocurrency Rate” in Section 1.01 hereof), or any commitment of such Lender Bank (including, without limitation, the Commitments Commitment of such Lender Bank hereunder); or (ii) subjects any Bank or the Administrative Agent to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) has in the case of a Bank, imposes any other condition (other than Taxes) affecting this Agreement or would have the effect of reducing the rate of return on capital its Notes (or any of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy)extensions of credit or liabilities) or its Commitment.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly promptly, but in any event within ten (10) days of the written demand therefor, pay to the Administrative Agent for its own account or for the account of a Lender from time to time such amounts as such Lender or the Administrative Agent may reasonably determine to be necessary to compensate the Administrative Agent or such Lender for any costs incurred by the Administrative Agent or such Lender that it reasonably determines are attributable to its making of, or maintaining of maintaining, continuing or converting, any LIBOR Loans or its obligation to make make, maintain, continue or convert any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender or the Administrative Agent under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender or the Administrative Agent of capital or liquidity in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) subjects such Lender or the Administrative Agent under this Agreement or any of the other Loan Documents to any Taxes in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans or its Commitments); (ii) imposes or modifies any reserve, special deposit deposit, compulsory loan, liquidity insurance charge or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR SOFR Loans is determined to the extent utilized when determining LIBOR SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) has imposes on any Lender or would have the effect of reducing Administrative Agent any other condition, cost or expense (other than Taxes) affecting this Agreement or the rate of return on capital of Loans made by such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy)or the Administrative Agent.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionclause (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such SOFR Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR SOFR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR SOFR Loans is determined to the extent utilized when determining LIBOR for such Loansdetermined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or ) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such the Lender may reasonably determine to be necessary to compensate such Lender it for any costs incurred by such it Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such the Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR the Loans or such obligation or the maintenance by such the Lender of capital in respect of its LIBOR the Loans or its Commitments the Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects such changes the basis of taxation of any amounts payable to the Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of the Loans or the Commitment (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.7.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining in the determination of Adjusted LIBOR for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)the Lender, or any commitment of such the Lender (including, without limitation, the Commitments of such Lender hereunderCommitment); or or (iii) has or would have the effect of reducing the rate of return on capital of such the Lender to a level below that which such the Lender could have achieved but for such Regulatory Change (taking into consideration such the Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly (and in any event within 30 calendar days of request) pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any Regulatory Change that: (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on or measured by the overall net income of the definition such Lender or of Excluded Taxes and (C) Connection Income Taxes) on its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or its Commitments; such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category utilized in the determination of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s 's policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsectionclause (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR SOFR Loans or its obligation to make any LIBOR SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans ), or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR SOFR Loans is determined to the extent utilized when determining LIBOR for such Loansdetermined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or ) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making making, Converting to, Continuing of, or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition other Loan Documents in respect of Excluded Taxes and (C) Connection Income Taxes) on any of such LIBOR Loans (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or its Commitments; other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.10.(a) or payable as a result of failing to deliver forms required by Section 3.10.(c)), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining to determine LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the (a) The Borrower shall promptly pay to the Administrative Agent for the account of a Lender Bank from time to time such amounts as such Lender the Bank may reasonably determine to be necessary to compensate such Lender it for any costs incurred by such Lender that it (not otherwise included in the Reserve Requirement) which the Bank determines are attributable to its making or maintaining of any LIBOR Loans or COF Loans, or its obligation to make any LIBOR Loans hereunder, hereunder or any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents Bank hereunder in respect of any of such LIBOR Loans or COF Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change thatwhich: (i) subjects such Lender changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any Taxes LIBOR Loans or COF Loans (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxes) on Bank for any of such LIBOR Loans or its Commitments;Loans); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities ofof the Bank (including any of such Loans, or other credit extended by, such obligations or any other acquisition deposits referred to in the definition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder“LIBOR Base Rate” in Section 5.1 hereof); or (iii) has imposes any other condition affecting this Agreement or would have the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 1.12(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will furnish the Borrower with a certificate setting forth in reasonable detail the basis and the calculation of the amount of each request for compensation under this Section 1.12(a). If the Bank requests compensation from the Borrower under this Section 1.12(a), the Borrower may, by notice to the Bank, suspend the obligation of the Bank to make additional Loans of the type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 1.15 hereof shall be applicable). (b) Without limiting the effect of reducing the provisions of Section 1.12(a) hereof, in the event that, by reason of any Regulatory Change, the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Bank which includes deposits by reference to which the interest rate on LIBOR Loans or COF Loans determined as provided in this Agreement or a category of return extensions of credit or other assets of the Bank which includes LIBOR Loans or COF Loans or (ii) becomes subject to restrictions on capital the amount of such Lender a category of liabilities or assets which it may hold, then, if the Bank so elects by notice to a level below that which such Lender could have achieved but for the Borrower, the obligation of the Bank to make additional LIBOR Loans or COF Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (taking into consideration such Lender’s policies with respect to capital adequacyin which case the provisions of Section 1.15 hereof shall be applicable). (c) Determinations and allocations by the Bank for purposes of this Section 1.12 of the effect of any Regulatory Change on its costs of making or maintaining LIBOR Loans or COF Loans or on amounts receivable by it in respect of LIBOR Loans or COF Loans its costs of maintaining its obligations to make LIBOR Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. (d) The Bank will notify the Borrower of any event that will entitle it to Additional Costs as promptly as practicable but in any event within 30 days after the Bank obtains knowledge thereof; provided that if the Bank fails to give such notice within 30 days after it obtains knowledge thereof the Bank shall only be entitled to payment of Additional Costs incurred from and after the date 30 days prior to the date that the Bank does give such notice; and provided, further, that the Bank will designate a different lending office for LIBOR Loans or COF Loans, as the case may be, if such designation will avoid or reduce the amount of Additional Costs and will not in the sole opinion of the Bank be disadvantageous to the Bank.

Additional Costs. In addition to, and not in limitation of or in duplication of the immediately preceding subsection, the The Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: : (i) subjects changes the basis of taxation of any amounts payable to such Lender to under this Agreement or any Taxes of the other Loan Documents in respect of any of such Loans (other than (A) Indemnified Taxestaxes, (B) Taxes described in clauses (b) through (d) of fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Excluded Taxes and (C) Connection Income Taxes) on any pursuant to the first sentence of such LIBOR Loans Section 3.11.(a)); or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR in the determination of the Adjusted Eurodollar Rate for such LoansLoan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation)Lender, or any commitment of such Lender (including, without limitation, the Commitments Commitment of such Lender hereunder); or or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).