Common use of Additional Costs Clause in Contracts

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank If any present or future applicable law, which expression, as used herein, includes statutes, rules and Fronting Bank regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time on demand such amounts as such Bank hereafter made upon or Fronting Bank may reasonably determine otherwise issued to be necessary to compensate it for the Metal Lender by any increased costs which such Bank central bank or Fronting Bank determines are attributable to its making other fiscal, monetary or maintaining any Loan, other authority (whether or its obligation to issue, maintain or participate in any Letter not having the force of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”law), in each case resulting from any Regulatory Change whichshall: (1a) subject any Recipient the Metal Lender to any Taxes tax (other than (A) Indemnified Taxesexcept for taxes on income or profits), and (B) Excluded Taxes) on its loanslevy, loan principalimpost, letters duty, charge, fee, deduction or withholding of creditany nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, assessment, liquidity, deposit insurance capital adequacy or assessment, minimum capital, capital ratio or other similar requirements relating to any extensions (whether or not having the force of credit law) against assets held by, or other assets deposits in or for the account of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)loans by, or any commitment commitments of such Bank (including such Bank’s Loan Commitment hereunder); the Metal Lender as they relate to this Agreement, or (3d) imposes impose on the Metal Lender any other condition, cost conditions or expense (other than Taxes) affecting this Agreement requirements with respect to Fixed Rate Consignments or the Notes (Fixed Rate Gold Loans or any class of such extensions commitments of credit which any of Fixed Rate Consignments or liabilities). Without limiting Fixed Rate Gold Loans form a part; (e) and the effect result of any of the provisions foregoing is: (i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the first paragraph of this SectionFixed Rate Consignments or Fixed Rate Gold Loans, in the event that, by reason of any Regulatory Change, any Bank becomes subject or (ii) to restrictions on reduce the amount of such a category principal, interest or other amount payable to the Metal Lender hereunder on account of liabilities any of the Fixed Rate Consignments or assets Fixed Rate Gold Loans, or (iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which it may holdpayment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, if and in each such Bank so elects by notice to Borrower (with a copy to Administrative Agent)case, the obligation of such Bank Customers will, upon demand by the Metal Lender, at any time and from time to permit Elections oftime and as often as the occasion therefor may arise, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant pay to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on Metal Lender such additional amounts receivable by it in respect of its Loan or portions thereof, and the amounts required as will be sufficient to compensate the Metal Lender for such Bank under this Sectionadditional cost, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contraryreduction, Borrower shall only be obligated to pay any amounts due under this Section 3.01 payment or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 foregone interest or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banksum.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Issuing Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which such Bank or Fronting Bank determines are attributable to its making making, Converting, Continuing or maintaining any Loan, or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)Bank, or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, the Loans or the Notes (or any of such extensions of credit or liabilitiesliabilities or the London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities of such Bank which includes deposits by reference to which SOFR is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on SOFR or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by such Bank which such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loans hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any Loan of such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, or other obligations, such Bank or its deposits, reserves, other liabilities Applicable Lending Office for any Eurodollar Loans by the jurisdiction in which such Bank has its principal office or capital attributable thereto; orsuch Applicable Lending Office); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including any Term Benchmark Loan or RFR Loan), Eurodollar Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilitiesliabilities or commitments. 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 5.1(a) as promptly as practicable and in any event, within 180 days, after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans 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, violate any law, rule, or regulation or be in any way disadvantageous to such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located outside the United States of America. Borrower shall not be obligated to pay for any such amounts if such Bank does not notify the Borrower that such additional amounts are owing within 180 days of the date such Bank obtains knowledge thereof. Each Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this Section 5.1(a). If any Bank requests compensation from the Borrower under this Section 5.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent) suspend the obligation of such Bank to make or Continue making, or Convert Loans into, 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 5.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 5.1, in the event that, by reason of any Regulatory ChangeChange that becomes effective after date hereof, 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 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 (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 permit Elections of, to Continuemake or Continue making, or to Convert Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 5.4 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank for purposes of this Section 5.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligations to make Eurodollar Loans or rate of return of making or maintaining its Loan or portions thereof Eurodollar Loans or on amounts receivable by it in respect of its Loan or portions thereofEurodollar Loans, and of the additional amounts required to compensate such Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank or other Recipient from time to time on demand such amounts as such Bank or Fronting Bank other Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank other Recipient determines are attributable to its making or maintaining any a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a Loan, or its obligation to Convert any a Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank other Recipient hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any Term Benchmark Loan emergency, special, supplemental or RFR Loanother marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time)), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, Term SOFR Loans or Daily SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months 180 days after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. If Bank shall determine that the adoption or implementation of any applicable law, rule, regulation, or treaty after the date hereof regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof after the date hereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or its applicable lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on capital of Bank or any person or entity controlling Bank (a "Bank's Parent") as a consequence of its obligations hereunder to a level below that which Bank (or Bank's Parent) could have achieved but for such adoption, change, or compliance (taking into consideration policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within thirty (30) days after receipt by Borrower of an executed certificate from Bank setting forth the amount or amounts necessary to compensate Bank for such reduction, Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine so certified to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than any amounts with respect to (Ai) Indemnified Taxes, (ii) taxes described in clauses (b) through (d) of Excluded Taxes, and (Biii) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than ). Notwithstanding anything herein to the extent any reserve requirement is taken into account contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in determining connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Adjusted Term SOFR Rate at Bank for International Settlements, the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes Basel Committee on Banking Supervision (or any of such extensions of credit successor or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, similar authority) (including pursuant to Basel III) shall in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall each case be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases deemed to be a change in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank law for purposes of this Section Agreement, regardless of the effect of any Regulatory Change pursuant to the first date enacted, adopted or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such issued. The above-described certificate from Bank claiming compensation under this Section, shall Section 2.6 and setting forth the additional amount or amounts to be included in a calculation of such amounts given paid to Borrower and it hereunder shall be conclusive absent manifest error. Notwithstanding anything contained to the contrary in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition2.6, Borrower shall not be obligated required to compensate any Bank under any such provision pursuant to this Section 2.6 for any amounts attributable to any period which is incurred more than nine six (96) months prior to such the date that Bank notifies Borrower of Bank’s delivery of notice thereof 's intention to Borrower (except claim compensation therefor; provided that if the circumstances giving rise to such claim have a Regulatory Change is retroactiveretroactive effect, then such six-month period shall be extended to include the period of such retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank or other Recipient from time to time on demand such amounts as such Bank or Fronting Bank other Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank other Recipient determines are attributable to its making or maintaining any a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a Loan, or its obligation to Convert any a Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank other Recipient hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loanany deposits referred to in the definition of “LIBOR Interest Rate”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months 180 days after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly In addition to, and not in limitation of the immediately preceding subsection, if any Regulatory Change shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirements (other than any reserve requirement reflected in the Adjusted Term SOFR Rate) relating to each Bank and Fronting Bank from time to time on demand such amounts as such Bank any extensions of credit or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunderother assets of, or any reduction in deposits with or for the account of, or other credit extended by, any amount receivable Lender; or (ii) impose on any Lender or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which:Lender; or (1iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to and the extent result of any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes foregoing shall be to increase the cost to such Lender or modifies such other Recipient of making, continuing, converting or maintaining any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or of maintaining its obligation to make any of such extensions of credit Loan) or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on reduce the amount of any sum received or receivable by such a category Lender, or such other Recipient hereunder (whether of liabilities principal, interest or assets which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agentotherwise), then the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior will pay to such termination. Determinations Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered (such increases in costs and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on reductions in amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was madebeing herein called “Additional Costs”). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank or other Recipient from time to time on demand such amounts as such Bank or Fronting Bank other Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank other Recipient determines are attributable to its making or maintaining any a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a Loan, or its obligation to Convert any a Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank other Recipient hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the imposes or, modifies or deems applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory loan, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any Term Benchmark Loan emergency, special, supplemental or RFR Loan)other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time)),or for the account of, or credit extended or participated in by, such Bank, or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, Term SOFR Loans or Daily SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers; provided that in no event shall any Bank be required to disclose information of other borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months 180 days after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or the Notes in respect of any Taxes such LIBOR Loan or Bid Rate Loan (other than (Ai) Indemnified Taxeschanges in the rate of general corporate, and (B) Excluded Taxes) on its loansfranchise, loan principalbranch profit, letters of credit, commitments, net income or other obligations, income tax imposed on such Bank or its deposits, reserves, other liabilities Applicable Lending Office or capital attributable thereto(ii) a tax described in Section 10.13); or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense condition (other than Taxesunrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) 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 LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which such Bank or Fronting Bank determines are attributable to its making making, Converting, Continuing or maintaining any Loan, or its obligation to issuemake, maintain or participate in any Letter of CreditConvert, or its obligation to make Continue or maintain any a Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)Bank, or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, the Loans or the Notes (or any of such extensions of credit or liabilitiesliabilities or the London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities of such Bank which includes deposits by reference to which SOFR is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on SOFR or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for (a) If any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate Change in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change whichLaw shall: (1i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Goldman; or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; orand the result of any of the foregoing shall be to increase the cost to Goldman in an amount that Goldman deems to be material of issuing or maintaining a Credit or reduce the amount of any sum received or receivable by Goldman hereunder (whether of principal, interest or any other amount), then, upon request of Goldman, the Applicant will pay to ▇▇▇▇▇▇▇ such additional amount or amounts as will compensate Goldman for such additional costs incurred or reduction suffered. (2b) (other than to If Goldman determines that any Change in Law regarding capital requirements, has or would have the extent any reserve requirement is taken into account in determining effect of reducing the Adjusted Term SOFR Rate at rate of return on ▇▇▇▇▇▇▇’▇ capital or on the commencement capital of ▇▇▇▇▇▇▇’▇ holding company, if any, as a consequence of this Agreement, the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets ofloans made by Goldman, or any deposits Credit issued by Goldman, to a level below that which Goldman or ▇▇▇▇▇▇▇’▇ holding company could have achieved but for such Change in Law (taking into consideration ▇▇▇▇▇▇▇’▇ policies and the policies of ▇▇▇▇▇▇▇’▇ holding company with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loanrespect to capital adequacy), then from time to time the Applicant will pay to ▇▇▇▇▇▇▇ such additional amount or amounts as will compensate Goldman or ▇▇▇▇▇▇▇’▇ holding company for any commitment of such Bank (including such Bank’s Loan Commitment hereunder); orreduction suffered. (3c) imposes any other condition, cost A certificate of Goldman setting forth the amount or expense (other than Taxes) affecting this Agreement amounts necessary to compensate Goldman or the Notes holding company of Goldman, as specified in subsections (a) or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicableb) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of 5 and explaining in reasonable detail the effect of any Regulatory Change pursuant to the first method by which such amount or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Sectionshall have been determined, shall be included in a calculation of such amounts given delivered to Borrower and the Applicant, shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III The Applicant shall pay to Goldman the contrary, Borrower shall only be obligated amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Failure or delay on the part of Goldman to pay any amounts due under demand compensation pursuant to this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any constitute a waiver of ▇▇▇▇▇▇▇’▇ right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, to demand such compensation; provided that the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower Applicant shall not be obligated required to compensate any Bank under any such provision Goldman pursuant to this Section for any amounts attributable increased costs incurred or reductions suffered unless Goldman gives notice to any period which is more than nine the Applicant to compensate Goldman pursuant to this Section within one hundred and eighty (9180) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months days after the date on that Goldman knows an event has occurred pursuant to which Goldman will seek such compensation. (e) Notwithstanding the Regulatory Change with such retroactive effect was made). For purposes foregoing provisions of this Section, Goldman shall not be entitled to compensation pursuant to this Section 3.01, if it is not at the term “Bank” includes any Fronting Banktime the general policy or practice of Goldman to demand compensation in similar circumstances in similar credit agreements.

Additional Costs. (a) Each Borrower shall (but without duplication of any other requirement in this Section 5) pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably shall in good faith determine to be material and necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation Fixed Rate Loans to issue, maintain or participate in any Letter of Credit, such Borrower or its obligation to make or maintain any Loan, or its obligation Eurodollar Loans to Convert any Loan such Borrower hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change whichthat: (1i) shall subject any Recipient Bank (or its Applicable Lending Office for any of such Loans) to any Taxes (other than (A) Indemnified Taxestax, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, duty or other obligations, charge in respect of such Loans or its deposits, reserves, other liabilities Notes or capital attributable theretochanges the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on or measured by the overall net income of such Bank or of such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the reserves referred to in Section 5.01(d) hereof) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of “Fixed Base Rate” in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitment of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities)) or its Commitment. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, If any Bank becomes subject to restrictions on requests compensation from any Borrower under this Section 5.01(a), the amount of such a category of liabilities or assets which it may holdCompany may, then, if such Bank so elects by notice to Borrower such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to permit Elections of, to Continuemake or Continue Eurodollar Loans, or to Convert Loans shall of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be suspended in effect (in which case the provisions of Section 3.04 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) until Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication of any other requirement in this Section 5), if any Bank determines that any Regulatory Change regarding capital requirements has or would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by such Banks to a level below that which such Bank or such Bank’s holding company could have achieved but for such Regulatory Change ceases (taking into consideration such Bank’s policies and the policies of such Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank’s holding company for any such reduction suffered. (c) Each Bank shall notify the Company of any event occurring after the date of this Agreement entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable; provided that if any Bank fails to give such notice 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 in effect. The obligations of Borrower entitled to payment under this Section 5.01 for costs incurred from and after the date 180 days prior to the date that such Bank does give such notice. Any Bank so notifying the Company shall, at the Company’s request, take such steps as may be available to it and acceptable to the Company to mitigate the effects of such event (which shall survive include efforts to book the repayment Loans held by such Bank at another lending office of such Bank); provided that such Bank shall be under no obligation to take any step that, in its good faith judgment, would result in its incurring any Additional Costs, additional U.S. Taxes or other additional costs in performing its obligations hereunder (unless the Company has agreed to reimburse it for the same) or would, in the good faith judgment of such Bank, be materially disadvantageous to such Bank or materially inconsistent with such Bank’s internal policies. Anything herein to the contrary notwithstanding, no Bank shall have the right to demand compensation for Additional Costs or reduced rate of return under paragraph (a) or (b) of this Section 5.01, (i) to the extent that such Bank determines in good faith that the interest rate or margin on the relevant Loans appropriately accounts for any Additional Costs, (ii) unless demand thereunder is made in accordance with a policy of such Bank being applied in good faith to all amounts due under or in connection borrowers similarly situated and (iii) with respect to any Money Market Loans, if such Bank shall have obtained actual knowledge of the Loan Documents and Regulatory Change giving rise to such request by the termination time of submission of such Bank’s Money Market Quote pursuant to which such Money Market Loans shall have been made, unless notice of such Bank’s entitlement to such compensation shall have been furnished to the Loan Commitments in respect of the period relevant Borrower at or prior to such terminationtime. 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 (b) of this Section 5.01 and computations made by such Bank to determine such amount. Determinations and allocations by a any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to the first or second paragraph (a) of this SectionSection 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of making maintaining Loans or maintaining its Loan or portions thereof obligation to make Loans, or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the amounts required to compensate such Bank under this SectionSection 5.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine determinations and allocations are made in good faith on a reasonable basis, including any reasonable averaging and attribution methods. (9d) months after Without limiting the date on which effect of the Regulatory Change with such retroactive effect was made). For purposes foregoing (but without duplication of any other requirement in this Section 3.015), if any Bank certifies to the term Company (through the Administrative Agent) that such Bank is maintaining reserves against “Eurocurrency liabilities” under Regulation D, then so long as such Bank is maintaining such reserves each Borrower shall pay to the Administrative Agent for account of such Bank” includes any Fronting Bank, on the last day of each Interest Period for each Fixed Rate Loan made by such Bank to such Borrower more than three Business Days after receipt by the Company of such certification, an additional amount equal to the product of the following for such Fixed Rate Loan for each day during such Interest Period: (i) the principal amount of such Fixed Rate Loan outstanding on such day; and (ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Fixed Rate Loan for such Interest Period as provided in this Agreement (less the Applicable Margin in the case of Syndicated Loans, and less (if positive) or plus (if negative) the LIBO Margin in the case of LIBOR Market Loans) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Bank on such day minus (y) such numerator; and (iii) 1/360. Any Bank that has certified to the Company that it is maintaining such reserves shall promptly notify the Company (through the Administrative Agent) if and when it ceases to maintain such reserves.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank Bank, from time to time time, on demand of any such Bank, such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank reasonably determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Note in respect of any Taxes such obligations (other than taxes imposed on the overall net income of such Bank for any of such obligations by the jurisdiction in which such Bank has its principal office or Lending Office or franchise taxes imposed in lieu of income taxes); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definitions of such Bank (including such Bank’s Loan Commitment hereunder"LIBOR Loans"); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement Agreement, or the Notes 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 Borrower of any event occurring after the date of this Agreement 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. Notwithstanding anything herein to the contrary, no provision of this Section 4.2(a) shall be deemed to require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 3.7 hereof. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 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 liabilities of 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 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 Borrower (with a copy to Administrative Agent)the Borrower, the obligation of such Bank to permit Elections of, to Continue, or to Convert 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 3.04 4.5 shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive Without limiting the repayment of all amounts due under or in connection with any effect of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes foregoing provisions of this Section 4.2 (but without duplication), the Borrower shall pay to each 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 of the effect its Affiliates pursuant to any law or regulation of any Regulatory Change pursuant to jurisdiction or any interpretation, directive or request (whether or not having the first or second paragraph force of law and whether in effect on the date of this SectionAgreement or thereafter) of any court or governmental or monetary authority, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it capital in respect of its Loan Loans or portions thereofother obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Agent and the amounts required 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. (d) A statement of any Bank setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Bank under this Sectionas specified in paragraphs (a), (b) and (c) above shall be included in a calculation of such amounts given delivered to the Borrower and shall be conclusive absent manifest demonstrable error. Notwithstanding anything contained in this Article III to the contrary, The Borrower shall only be obligated pay each such Bank the amount shown as due on any such statement within ten (10) days after its receipt of the same. (e) Any Bank claiming any additional amounts payable pursuant to pay any amounts due under this Section 3.01 or under Section 3.06 if, 4.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, different Lending Office if the applicable Bank has certified that it is generally imposing making of such a similar charge ondesignation would avoid the need for, or otherwise similarly enforcing its agreements withreduce the amount of, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any additional amounts attributable to any period which is more than nine (9) months prior and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall (a) ▇▇. ▇▇▇▇▇▇ shall, on behalf of the Borrowers, pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased material increase in costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Fixed Rate Loans under this Agreement or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any material reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such material increases in costs and material reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement in respect of any Taxes of such Loans (other than (A) Indemnified Taxestaxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans, and (B) Excluded TaxesU.S. federal withholding taxes imposed by FATCA, (C) taxes attributable to a Bank’s breach of any representation or covenant in Section 10.13 and (D) franchise and similar taxes measured by capital or net worth of such Bank imposed on such Bank or its loansLending Office, loan principalin each case by the jurisdiction in which such Bank is organized or has its principal office or such Lending Office or solely by reason of such Bank doing business in the jurisdiction imposing such tax, letters other than as a result of credit, commitments, this Agreement or any Loan or other obligations, transaction contemplated hereby); or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of “Eurodollar Base Rate” in Section 1.1). Each Bank will notify ▇▇. ▇▇▇▇▇▇ of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from ▇▇. ▇▇▇▇▇▇ under this Section 3.1(a), or any commitment of under Section 3.1(c), ▇▇. ▇▇▇▇▇▇ may, by notice to such Bank (including with a copy to the Agent), require that such Bank’s Loan Commitment hereunder); orLoans of the type with respect to which such compensation is requested be converted in accordance with Section 3.4. (3b) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 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 Eurodollar or Money Market Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar or Money Market 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 Borrower ▇▇. ▇▇▇▇▇▇ (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations effect (and all Loans of Borrower under 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 shall survive 3.1 (but without duplication), ▇▇. ▇▇▇▇▇▇ shall, on behalf of the repayment of all Borrowers, pay directly to each Bank from time to time on request such amounts due under as such Bank may reasonably determine to be necessary to compensate such Bank for any material costs, other than taxes, which it determines are attributable to the maintenance by it or in connection with any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments 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, an amount equal to any material reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify ▇▇. ▇▇▇▇▇▇ if it is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after it determines to request such compensation. (d) Each Bank will designate a different Lending Office if such designation will avoid the period prior need for, or reduce the amount of, any compensation pursuant to this Section and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such termination. Bank. (e) Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such Bank under this SectionSection 3.1, shall be included evidenced by a certificate setting forth in a calculation of reasonable detail such amounts given to Borrower Bank’s determination, allocations and calculations and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower (a) The Borrowers shall promptly pay directly to each Bank and Fronting Bank the Administrative Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Bank or Fronting Bank it determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Loan or its obligation to make or maintain any LoanLoans, or its obligation to Convert the issuance or maintenance by an Issuing Bank of or any Loan other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement, the Notes or Fronting Bank hereunder the Letters of Credit in respect of its Loan(s) any of such Loans or such obligations obligation or the Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Lender under this Agreement or the Notes in respect of any Taxes of such Loans or Letters of Credit (other than taxes imposed on or measured by the income, revenues or assets of any Lender); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including other than any Term Benchmark Loan such reserve, deposit or RFR Loan)requirement reflected in the Prime Rate, the Federal Funds Effective Rate, the Eurodollar Revolver Rate or any commitment the Eurodollar Competitive Rate, in each case computed in accordance with the respective definitions of such Bank (including such Bank’s Loan Commitment hereunderterms set forth in Section 1.01 hereof); or or (3iii) has or would have the effect of reducing the rate of return on capital of any such Lender or corporation controlling such Lender to a level below that which the Lender or corporation controlling such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy); or (iv) imposes any other condition, cost or expense (other than Taxes) condition adversely affecting this Agreement the Administrative Agent or the Lenders under this Agreement, the Notes or the issuance or maintenance of, or any Lender's Participation in, the Letters of Credit (or any of such extensions of credit or liabilities). Each Lender will notify the Borrowers and the Administrative Agent of any event occurring after the Closing Date which would entitle it to compensation pursuant to this Section 4.01(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 the first paragraph of this SectionSection 4.01, in the event that, by reason of any Regulatory Change, any Bank 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 Loans or Competitive Bid Loans at the Eurodollar Competitive Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of any Lender which includes Eurodollar Loans or Competitive Bid Loans at the Eurodollar Competitive Rate (by way of illustration only and not limitation, an increase in reserve requirements on a Lender's eurodollar deposit liabilities above a specified dollar amount percentage of its capital) 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 the Lender so elects by notice to Borrower (with a copy to Administrative Agent)the other Lenders and the Borrowers, the obligation hereunder of such Bank Lender to permit Elections ofmake, and to Continueconvert Base Rate Loans into, or to Convert Eurodollar Loans that are the subject of such restrictions shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations of effect and either Borrower under this Section shall survive shall, on the repayment of all amounts due under or in connection with any last day(s) of the Loan Documents then current Interest Period(s) for outstanding Eurodollar Loans convert such Eurodollar Loans into Base Rate Loans; provided, however, that the suspension of such obligation and the termination conversion of any Eurodollar 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 Loan Commitments in respect other Lenders to make, and to convert Base Rate Loans into Eurodollar Loans shall not be affected by such restrictions. In the event that the obligation of some, but not all of the period prior Lenders to make, or to convert Base Rate Loans into Eurodollar Loans or Competitive Bid Loans at the Eurodollar Competitive Rate is suspended, then any request by either Borrower during the pendency of such suspension for a Eurodollar Loan or Competitive Bid Loans at the Eurodollar Competitive Rate shall be deemed a request for such Eurodollar Loan or Competitive Bid Loans at the Eurodollar Competitive Rate from the Lender(s) not subject to such termination. suspension and for a Base Rate Loan or Competitive Bid Loan at an Absolute Rate from the Lender(s) who are subject to such suspension, as to Eurodollar Loans and Base Rate Loans, in each case in the respective amounts based on the Lenders' respective Revolving Credit Commitments. (c) Determinations and allocations by a Bank any Lender for purposes of this Section 4.01 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining maintaining, or being committed to make, Loans or by an Issuing Bank as issuer of any Letter of Credit of the effect of any Regulatory Change on its Loan costs in connection with the issuance or portions thereof maintenance of, or any other Lender's Participation in, any Letter of Credit issued hereunder, or on amounts receivable by it any Lender in respect of its Loan Loans or portions thereofLetters of Credit, and of the additional amounts required to compensate such Bank under this Sectionthe Lender in respect of any Additional Costs, shall be included in made on a calculation of reasonable basis taking into account such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III Lender's reasonable policies as to the contraryallocation of capital, Borrower costs and other items. The Lender requesting such compensation shall only be obligated furnish to pay any amounts due under this Section 3.01 or under Section 3.06 if, the Borrowers and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery Administrative Agent an explanation of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with and calculations, in reasonable detail, setting forth such retroactive effect was made). For purposes Lender's determination of this Section 3.01, the term “Bank” includes any Fronting Banksuch Additional Costs.

Additional Costs. Borrower shall pay directly If any Regulatory Change shall: (i) impose, modify or deem applicable any reserve (including pursuant to each Bank and Fronting Bank regulations issued from time to time on demand such amounts by the FRB 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 such Bank “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time)), special deposit, compulsory loan, insurance charge or Fronting Bank may reasonably determine to be necessary to compensate it similar requirement against assets of, deposits with or for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loanthe account of, or its obligation to issueadvances, maintain loans or participate other credit extended or participated in by, any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which:Lender; (1ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in Clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2iii) (other than to the extent impose on any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such extensions Lender or such other Recipient of credit making, converting to, continuing or liabilities). Without limiting maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject cost to restrictions on such Lender or such other Recipient or to reduce the amount of any sum received or receivable by such a category Lender or other Recipient hereunder (whether of liabilities principal, interest or assets which it may hold, any other amount) then, if upon request of such Bank so elects by notice to Borrower (with a copy to Administrative Agent)Lender or other Recipient, the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior will pay to such termination. Determinations and allocations by a Bank for purposes of this Section of Lender or other Recipient, as the effect of any Regulatory Change pursuant to the first case may be, such additional amount or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to as will compensate such Bank under this SectionLender or other Recipient, shall be included in a calculation of as the case may be, for such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 additional costs incurred or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bankreduction suffered.

Additional Costs. Borrower (i) If, after the date of the amendment and restatement hereof, any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof or the enactment of any law or regulation shall either (1) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Banks' Commitments or the Loans or (2) impose on any Bank any other condition regarding this Agreement, its Commitment or the Loans and the result of any event referred to in clause (1) or (2) of this clause (b) shall be to increase the cost to any Bank of maintaining its Commitment or the Loans (which increase in cost shall be calculated in accordance with each Bank's reasonable averaging and attribution methods) by an amount which any such Bank deems to be material, then, upon written demand by such Bank, the Company shall pay directly to each such Bank within 10 days of such written demand an amount equal to such increase in cost; provided that in respect of any Loan, no such compensation shall be payable to the extent that, in the reasonable opinion of such Bank, the interest rate on the Loans has been adjusted to account for such increased cost. Such amount shall bear interest, commencing 10 days after receipt by the Company of such demand until payment in full thereof, at a rate per annum (based on a 360-day year, for the actual number of days involved) equal to the sum of 2% and Fronting the interest rate then applicable to ABR Loans, changing as and when such rate shall change. (ii) If any Bank from time shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (including any such adoption or change made prior to time the date of the amendment and restatement hereof but not effective until after the date of the amendment and restatement hereof), or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on demand such amounts as capital for any such Bank or Fronting any corporation controlling such Bank may reasonably determine as a consequence of its obligations under this Agreement to be necessary to compensate it for any increased costs a level below that which such Bank or Fronting such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy), then from time to time, not later than 10 days after written demand by such Bank, the Company shall pay to such Bank determines are attributable such addi tional amount or amounts as will compensate such Bank for such reduction, plus interest thereon commencing 10 days after receipt by the Company of such written demand at a rate per annum (based on a 360-day year, for the actual number of days involved) equal to its making or maintaining any Loanthe sum of 2% and the interest rate then applicable to ABR Loans, or its obligation to issuechanging as and when such rate shall change, maintain or participate in any Letter from the date of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable such demand by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining date of payment by the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankCompany.

Additional Costs. Borrower (a) The Company shall pay directly to the Administrative Agent for the account of each Bank and Fronting Bank Lender from time to time on demand such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Bank or Fronting Bank Lender determines are attributable to its making making, maintaining, converting or maintaining continuing of any Loan, Loans hereunder to the Company or its obligation to issue, maintain or participate in any Letter of Credit, other Borrower or its obligation to make any of such Loans hereunder to the Company or maintain any Loan, or its obligation to Convert any Loan hereunderother Borrower, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder Lender in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1i) subject any Recipient subjects the Lender or Issuing Bank to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto (other than Indemnified Taxes covered by Section 5.08 and Excluded Taxes); or (2ii) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the imposes, modifies or deems applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio liquidity or similar requirements relating to requirement (including any extensions of credit compulsory loan requirement, insurance charge or other assessment) against assets of, or any deposits with or other liabilities for the account of, or credit extended by, any Lender (except any such Bank (including any reserve requirement reflected in the Adjusted Term Benchmark Loan SOFR Rate) or RFR Loan), or any commitment of such Bank (including such Issuing Bank’s Loan Commitment hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (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) 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 such Additional Costs incurred more than 180 days prior to the time the Lender first notifies the Company of such Additional Cost Event (or 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, in 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 the Administrative Agent, suspend the obligation of such Lender to make additional Loans of the 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 Section 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 6.01, in the event that, by reason of any Regulatory Change, any Bank 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 Term Benchmark Loans 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 (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank Lender so elects by notice to Borrower the Company (with a copy to the Administrative Agent), the obligation of such Bank Lender to permit Elections of, to Continue, or to Convert make Term Benchmark Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 6.04 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank any Lender for purposes of this Section 6.01 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligations to make Loans or rate of return of making or maintaining its Loan or portions thereof Loans or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the additional amounts required to compensate such Bank under this SectionLender in respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine determinations and allocations are made on a reasonable basis. (9d) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of If any Lender demands compensation under this Section 3.01Section, the term “Bank” includes Company may, at any Fronting Banktime 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 (in which case the Company shall be obligated, if 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, to reimburse such Lender, in accordance with Section 6.05, for any resulting loss or expense incurred by it) to an ABR Loan.

Additional Costs. (a) Borrower shall pay directly to each Bank and Fronting Bank or the Issuing Bank, as the case may be, from time to time on demand such amounts as such Bank or Fronting the Issuing Bank may reasonably determine to be necessary to compensate it for any increased reasonable costs incurred by such Bank or the Issuing Bank, as the case may be, which such Bank or Fronting the Issuing Bank determines are attributable to its making or maintaining of any Loan, Loans or its obligation to issue, maintain or participate in any Letter Letters of Credit, as the case may be, subject to Eurodollar Accounts hereunder or its obligation to make any of such Loans or maintain any Loan, or its obligation to Convert any Loan Letters of Credit hereunder, or any reduction in any amount receivable by such Bank or Fronting the Issuing Bank hereunder in respect of its Loan(s) any such Loans, such Letters of Credit or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank or the Issuing Bank under this Agreement or its Revolving Notes in respect of any Taxes of such Loans or Letters of Credit (other than (A) Indemnified Taxes, franchise taxes and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, such Bank or other obligations, the Issuing Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Loans or capital attributable thereto; orLetters of Credit by the United States of America or the jurisdiction in which such Bank or the Issuing Bank has its Principal Office or such Applicable Lending Office); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank or the Issuing Bank, as the case may be, (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder“Eurodollar Rate” in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Revolving Notes (or the Letters of Credit or any of such extensions of credit or liabilitiesliabilities or commitments. Each Bank and the Issuing Bank, as applicable, will notify Borrower (with a copy to Agent) of any event occurring after the date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans or Letters of Credit, as the case may be, 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 or the Issuing Bank, as the case may be, violate any law, rule, or regulation or be in any way disadvantageous to such Bank or the Issuing Bank. Each Bank and the Issuing Bank, as applicable, will furnish Borrower with a certificate setting forth the basis and the amount of each request of such Bank or the Issuing Bank for compensation under this Section 5.1(a). If any Bank or the Issuing Bank requests compensation from Borrower under this Section 5.1(a), Borrower may, by notice to such Bank or the Issuing Bank, as the case may be, (with a copy to Agent) suspend the obligation of such Bank to make Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts or suspend the obligation of the Issuing Bank to issue Letters of Credit, as applicable, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.4 hereof shall be applicable with respect to such Eurodollar Accounts). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 5.1, in the event that, by reason of any Regulatory Change, any Bank or the Issuing 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 or the Issuing Bank, as the case may be, which includes deposits by reference to which the interest rate on the Loans subject to Eurodollar Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Loans subject to Eurodollar Accounts or with respect to the Issuing Bank which includes Letters of Credit 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 or the Issuing Bank, as the case may be, so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections ofmake Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts hereunder or the obligation of the Issuing Bank to issue Letters of Credit, to Continueas the case may be, or to Convert Loans shall be suspended until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 3.04 5.4 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank or the Issuing Bank for purposes of this Section 5.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return maintaining its obligation to make Loans, to issue Letters of Credit, of making or maintaining its Loan Loans, of making or portions thereof maintaining Letters of Credit, or on amounts receivable by it in respect of its Loan the Loans or portions thereofthe Letters of Credit, as the case may be, and of the additional amounts required to compensate such Bank under this Sectionor the Issuing Bank in respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive shall, absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower (a) Subject to Section 13.6, the Company shall pay directly to the Paying Agent, on demand for the account of each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by such Bank which such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, Eurodollar Loan or its obligation to issue, maintain or participate in any Letter of Credit, Bankers' Acceptance hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any such Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1i) subject any Recipient subjects such Bank (or makes it apparent that such Bank is subject) to any tax, levy, impost, duty, charge or fee (collectively, "Taxes"), or any deduction or withholding for any Taxes (on or from the payment due in respect of any Bankers' Acceptance or under any Eurodollar Loan or other amounts due hereunder, other than income and franchise taxes of the jurisdiction (Aor any subdivision thereof) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, in which such Bank has an office or its deposits, reserves, other liabilities or capital attributable theretoApplicable Lending Office; or (2ii) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans or in respect of Bankers' Acceptances (other than to changes which affect taxes measured by or imposed on the extent overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any reserve requirement is taken into account of such Loans by the jurisdiction (or any subdivision thereof) in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodwhich such Bank has an office or such Applicable Lending Office); or (iii) imposes or modifies or increases or deems applicable any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (including, without limitation, any such requirement imposed by the Office of the Superintendent of Financial Institutions Canada) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)loans made by such Bank, or Bankers' Acceptances accepted by such Bank or against any commitment of other funds, obligations or other property owned or held by such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions Loans or, where applicable, any deposits referred to in the definition of credit "Eurodollar Base Rate" in Section 1.1 hereof or liabilitiesany Bankers' Acceptances) and such Bank actually incurs such additional costs. Each Bank (if so requested by the Company through the Administrative Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans or the Bankers' Acceptances of such Bank or take such other action as the Company may request if such designation or action 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 (provided that such Bank shall have no obligation so to designate an Applicable Lending Office for Eurodollar Loans located in the United States of America or to designate an Applicable Lending Office for Bankers' Acceptances located in any jurisdiction that is not located in Canada). Each Bank will furnish the Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a); subject to Section 6.8, such certificate shall be conclusive, absent manifest error, and may be prepared using any reasonable averaging and attribution methods. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 6.1, 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 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 Bankers' Acceptances 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 Borrower the Company (with a copy to the Administrative Agent and the Paying Agent), the obligation of such Bank to permit Elections ofmake Eurodollar Loans or accept and purchase Bankers' Acceptances, to Continueas applicable, or to Convert Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 6.4 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations Good faith determinations and allocations by a any Bank for purposes of this Section 6.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligations to make Loans or rate of return accept and purchase Bankers' Acceptances or of making or maintaining its Loan Loans or portions thereof or accepting and purchasing Bankers' Acceptances on amounts receivable by it in respect of its Loan Loans or portions thereofBankers' Acceptances, and of the additional amounts required to compensate such Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive conclusive, absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated . (d) The Company's obligation to pay any amounts due under this Section 3.01 or under Section 3.06 if, Additional Costs and a Bank compensation with regard to each Eurodollar Loan and each Bankers' Acceptance shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes survive termination of this Section 3.01, the term “Bank” includes any Fronting BankAgreement.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine one (91) months year prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made)Borrower. For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making, Continuing, Converting to, or maintaining a SOFR Loan or making or maintaining any a Bid Rate Loan, or its obligation to issuemake, maintain maintain, Continue or participate in any Letter of Credit, Convert to a SOFR Loan or its obligation to make or maintain any a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a SOFR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its SOFR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than Regulation D 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 SOFR Loans or Bid Rate Loans is determined to the extent any reserve requirement is taken into account in utilized when determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodfor such Loans) imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark SOFR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of “Adjusted Term SOFR”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank or Fronting Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph preceding paragraphs of this Section, on its costs or rate of return of making making, Continuing, Converting to, or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereofthereof or issuing or maintaining Letters of Credit (or participations therein), and the amounts required to compensate such Bank or Fronting Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine one (91) months year prior to such Bank’s delivery of notice thereof to Borrower (except that Borrower; provided that, if a Regulatory Change the circumstance giving rise to Borrower’s obligation to compensate any Bank under any such provision is retroactive, then such one-year period referred to above shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made)thereof. For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall promptly pay directly to each Bank and Fronting Bank the Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Bank or Fronting Bank it determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Loan or its obligation to make or maintain any LoanLoans, or its obligation to Convert the issuance or maintenance by NationsBank of or any other Lender's Participation in any Letter of Credit issued or Swing Line Loan extended hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement, the Notes or Fronting Bank hereunder the Letters of Credit in respect of its Loan(s) any of such Loans or such obligations obligation or the Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Lender under this Agreement or the Notes in respect of any Taxes of such Loans or Letters of Credit (other than taxes imposed on or measured by the income, revenues or assets); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including other than any Term Benchmark Loan such reserve, deposit or RFR Loan)requirement reflected in the Prime Rate, the Federal Funds Effective Rate or any commitment the Eurodollar Rate, in each case computed in accordance with the respective definitions of such Bank terms set forth in Section 1.01 hereof); or (including iii) has or would have the effect of reducing the rate of return on capital of any such Bank’s Loan Commitment hereunderLender to a level below that which the Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's policies with respect to capital adequacy); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall promptly pay directly to each Bank and Fronting Bank the Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Bank or Fronting Bank it determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Loan or its obligation to make or maintain any LoanLoans, or its obligation to Convert the issuance or maintenance by the Issuing Bank of or any other Lender's Participation in any Letter of Credit issued or Swing Line Loan extended hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement or Fronting Bank hereunder the Notes in respect of its Loan(s) any of such Loans or such obligations the Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Lender under this Agreement or the Notes in respect of any Taxes of such Loans or the Letters of Credit (other than taxes imposed on or measured by the income, revenues, assets or net worth); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including other than any Term Benchmark Loan such reserve, deposit or RFR Loanrequirement reflected in the Prime Rate, Federal Funds Effective Rate or the Interbank Offered Rate, in each case computed in accordance with the respective definitions of such terms set forth in Section 1.1), ; or (iii) has or would have the effect of reducing the rate of return on capital of any such Lender or any commitment of Person controlling such Bank Lender to a level below that which the Lender or such Person could have achieved but for such Regulatory Change (including taking into consideration such Bank’s Loan Commitment hereunderLender's or such Person's policies with respect to capital adequacy); or or (3iv) imposes any other conditioncondition adversely affecting the Agent or any Lender under this Agreement, cost or expense (other than Taxes) affecting this Agreement the Notes or the Notes issuance or maintenance of, or any Lender's Participation in, the Letters of Credit or Swing Line Loans (or any of such extensions of credit or liabilities). 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 6.1(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 the first paragraph of this SectionSection 6.1, in the event that, by reason of any Regulatory Change, any Bank 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 Eurodollar Rate Segments 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 Eurodollar Rate Segments 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 the Lender so elects by notice to Borrower (with a copy to Administrative Agent)the other Lenders, the obligation hereunder of such Bank Lender to permit Elections ofmake, and to Continueconvert Base Rate Loans or Base Rate Segments into, Eurodollar Rate Loans or to Convert Loans Eurodollar Rate Segments that are the subject of such restrictions shall be suspended (in which case and such Lender reasonably demonstrates that it has not been otherwise compensated under this Article VI for any such Additional Costs, until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations of effect and the Borrower under this Section shall survive shall, on the repayment of all amounts due under or in connection with any last day(s) of the Loan Documents then current Interest Period(s) for outstanding Eurodollar Rate Loans or Eurodollar Rate Segments convert such Eurodollar Rate Loans or Eurodollar Rate Segments into Base Rate Loans or Base Rate Segments; provided, however, that the suspension of such obligation and the termination conversion of any Eurodollar Rate Loans or Eurodollar Rate Segments into Base Rate Loans or Base Rate Segments 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 Loan Commitments in respect other Lenders to make, and to convert Base Rate Loans or Base Rate Segments into, Eurodollar Rate Loans or Eurodollar Rate Segments shall not be affected by such restrictions. In the event that the obligation of some, but not all, of the period prior Lenders to make, or to convert Base Rate Loans or Base Rate Segments into, Eurodollar Rate Loans or Eurodollar Rate Segments is suspended, then any request by the Borrower during the pendency of such suspension for a Eurodollar Rate Loan or Eurodollar Rate Segment shall be deemed a request for such Eurodollar Rate Loan or Eurodollar Rate Segment from the Lender(s) not subject to such termination. suspension and for a Base Rate Loan or Base Rate Segments from the Lender(s) who are subject to such suspension, in each case in the respective amounts based on the Lenders' respective Applicable Commitment Percentages. (c) Determinations and allocations by a Bank any Lender for purposes of this Section 6.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining maintaining, or being committed to make Loans, or by NationsBank 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 or Swing Line Loan extended hereunder, or portions thereof or the effect of any Regulatory Change on amounts receivable by it any Lender in respect of its Loan Loans or portions thereofLetters of Credit, and of the additional amounts required to compensate such Bank under this Sectionthe Lender in respect of any Additional Costs, shall be included in a calculation made taking into account such Lender's policies, or the policies of the parent corporation of such amounts given Lender, as to Borrower the allocation of capital, costs and other items and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III The Lender requesting such compensation shall furnish to the contrary, Borrower shall only be obligated to pay Authorized Representative and the Agent within one hundred eighty (180) days of the incurrence of any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it Additional Costs for which compensation is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery sought an explanation of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with and calculations, in reasonable detail, setting forth such retroactive effect was made). For purposes Lender's determination of this Section 3.01, the term “Bank” includes any Fronting Banksuch Additional Costs.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, Eurocurrency Loan or Eurocurrency Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, Notes or its obligation to make any such Loan or maintain any Loan, or its obligation to Convert any Loan Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loan or Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank "Fixed Base Rate" in Section 1.1; or (including such Bank’s Loan Commitment hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.1(a) as promptly as practicable after such Bank obtains knowledge thereof and determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any Additional Costs due hereunder. If any Bank requests compensation from the Company under this Section 3.1(a), or under Section 3.1(c), the Company 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 3.4. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 3.1, in the event thatif, 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 Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurocurrency 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 Borrower the Company (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations , and all Loans of Borrower under 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 Company shall survive pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which such Bank determines are attributable to the repayment maintenance by it, pursuant to any law or regulation of all amounts due under any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in connection with effect on the date of this Agreement or thereafter) of any court of the Loan Documents and the termination governmental or monetary authority, of the Loan Commitments capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the period prior Agent if such Bank is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after such terminationBank it determines to request such compensation, and the Agent will notify the Company. Such notice will set forth in reasonable detail the calculation of any amounts due hereunder. (d) Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to Sections 3.1(a) or 3.1(b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to Section 3.1(c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by it by, or the rate of return to, such Bank in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such Bank under this SectionSection 3.1, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower (a) If, due to either (i) any Change in Law or (ii) the compliance with any guideline or request from any central bank or other Official Body (whether or not having the force of Law), there shall be any increase in the cost to, or reduction in income receivable by, the Bank of making, funding or maintaining Loans (or commitments to make the Loans), then the Borrowers shall from time to time, upon demand by the Bank, pay to the Bank additional amounts sufficient to reimburse the Bank for any such additional costs or reduction in income. A certificate of the Bank submitted to the Borrowers in good faith as to the amount of such additional costs shall be conclusive and binding for all purposes, absent manifest error. Within five (5) Business Days after the Bank notifies the Borrowers of any such additional costs pursuant to this Section 2.12(a), the Borrowers may either (A) prepay in full all Loans of any types so affected then outstanding, together with interest accrued thereon to the date of such prepayment or (B) convert all Loans of any type so affected then outstanding into Loans of any other type not so affected upon not less than four (4) Business Days’ notice to the Bank. If any such prepayment or conversion of any Libor Rate Loan occurs on any day other than the last day of the applicable Interest Period for such Loan, the Borrowers also shall pay directly to each the Bank such additional amounts as set forth in Section 2.12(c). (b) If either (i) any Change in Law or (ii) the compliance with any guideline or request from any central bank or other Official Body (whether or not having the force of Law), affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and Fronting the Bank determines that the amount of such capital is increased by or based upon the existence of the Loans (or commitment to make the Loans) and other extensions of credit (or commitments to extend credit) of similar type, then, upon demand by the Bank, the Borrowers shall pay to the Bank from time to time on demand as specified by the Bank, additional amounts sufficient to compensate the Bank in the light of such circumstances, to the extent that the Bank reasonably determines such increase in capital to be allocable to the existence of the Bank’s Loans (or commitment to make the Loans). A certificate of the Bank in good faith submitted to the Borrowers as to such amounts as shall be conclusive and binding for all purposes, absent manifest error. Within five (5) Business Days after the Bank provides such Bank or Fronting Bank may reasonably determine certificate to be necessary the Borrowers of any such additional costs pursuant to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”this Section 2.12(b), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than the Borrowers may either (A) Indemnified Taxesprepay in full all Loans of any types so affected then outstanding, and together with interest accrued thereon to the date of such prepayment or (B) Excluded Taxesconvert all Loans of any type so affected then outstanding into Loans of any other type not so affected upon not less than four (4) Business Days’ notice to the Bank. If any such prepayment or conversion of any Libor Rate Loan occurs on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (any day other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement last day of the applicable Interest PeriodPeriod for such Loan, the Borrowers also shall pay to the Bank such additional amounts as set forth in Section 2.12(c). (c) imposes If the Borrowers shall prepay any Libor Rate Loan on a day other than the last day of the applicable Interest Period for such Loan (whether such prepayment is permitted by (i) this Section 2.12 or modifies any reserveSection 2.13, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating (ii) as a result of the failure by the Borrowers to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loanconsummate a transaction after providing notice as set forth in Section 2.01(d), (iii) otherwise permitted by the Bank or (iv) otherwise permitted or required under the terms of this Agreement), the Borrowers shall pay to the Bank on demand such additional amounts as are sufficient to indemnify the Bank against any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other conditionreasonable loss, cost or expense (other than Taxes) affecting this Agreement or incurred by the Notes (or any Bank as a result of such extensions prepayment including, without limitation, any loss (including loss of credit anticipated profits), costs or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, expense incurred by reason of any Regulatory Changethe liquidation or reemployment of deposits or other funds acquired by the Bank to fund such Loan, any Bank becomes subject and a certificate as to restrictions on the amount of any such a category of liabilities loss, cost or assets which it may hold, then, if such Bank so elects expense submitted by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (the Borrowers in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and good faith shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting the Bank from time to time on demand such amounts as such Bank or Fronting the Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting the Bank determines are attributable to its making or maintaining any Loan, Eurodollar Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, Note or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting the Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change Change, or any Reserve Requirement for any such Loans attributable to the Bank not maintaining a Lending Office in the country of an Alternative Currency, which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to the Bank under this Agreement or its Note(s) in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement overall net income of the applicable Interest PeriodBank or of its Lending Office for any of such Loans by the jurisdiction in which the Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"LIBO Base Rate" in Section 1.01); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes its 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 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The amount payable to the Bank shall be computed from the date of the occurrence giving rise to Additional Cost, or the date that is 120 days prior to the date of demand by the Bank, whichever is later. If the Bank requests compensation from the Borrower under this section 3.01(a), or under section 3.01(c), the Borrower may, by notice to the Bank, suspend the obligation of the Bank to make Loans of the type with respect to which such compensation is requested (in which case the provisions of section 3.04 shall be applicable). As of the date hereof there are no Additional Costs due to the Bank attributable to the Bank's not maintaining a Lending Office in the country of an Alternative Currency. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 3.01, in the event that, by reason of any Regulatory Change, any 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 Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank 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 the Bank so elects by notice to Borrower (with a copy to Administrative Agent)the Borrower, the obligation of such the Bank to permit Elections of, to Continue, or to Convert 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 Section 3.04 shall be applicable). (c) until Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to the Bank from time to time on request such Regulatory Change ceases amounts as the Bank may reasonably determine to be in effect. The obligations necessary to compensate the Bank for any costs which it determines are attributable to the maintenance of Borrower under this Section shall survive the repayment of all amounts due under capital by it or in connection with any of its Affiliates pursuant to any future law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments this Agreement or thereafter) of any court or governmental or monetary authority in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the period Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). The 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. The amount payable to the Bank shall be computed from the date of the occurrence entitling the Bank to compensation, or the date that is one hundred twenty (120) days prior to such termination. the date of demand by the Bank, whichever is later. (d) Determinations and allocations by a the Bank for purposes of this Section 3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such the Bank under this SectionSection 3.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay directly to each Bank and Fronting Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it such Lender for any increased costs which incurred by such Bank or Fronting Bank Lender that it determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Term SOFR Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Term SOFR Loans hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement or Fronting Bank hereunder any of the other Loan Documents in respect of any of such Term SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its Loan(s) Term SOFR Loans or such obligations its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which:that: ​ ​ (1i) subject changes the basis of taxation of any Recipient amounts payable to such Lender under this Agreement or any Taxes of the other Loan Documents in respect of any of such Term SOFR Loans or its Commitments (other than (A) Indemnified Taxes, and (B) Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or​ (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio charge or similar requirements (other than Regulation D of the 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 Term SOFR Loans is determined to the extent utilized when determining 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 Bank Lender (including any Term Benchmark Loan or RFR Loanits parent corporation), or any commitment of such Bank Lender (including including, without limitation, the Commitment of such Bank’s Loan Commitment Lender hereunder); oror ​ (3iii) imposes on any Lender or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of Loans made by such extensions of credit or liabilities)Lender. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.​

Additional Costs. (a) If, due to either (i) the introduction of, or any change in, or in the interpretation of, any Law or (ii) the compliance with any guideline or request from any central bank or other Official Body (whether or not having the force of Law), there shall be any increase in the cost to, or reduction in income receivable by, a Bank of making, funding or maintaining Loans (or commitments to make the Loans), other than with respect to any Tax with respect to which Section 2.14 and Section 9.17 shall apply, then the Borrower shall from time to time, upon demand by such Bank made within a reasonable time after such Bank's determination thereof, pay to the Agent for the account of such Bank additional amounts sufficient to reimburse such Bank for any such additional costs or reduction in income. All such additional amounts shall be determined by such Bank in good faith using appropriate attribution and averaging methods ordinarily employed by such Bank. A certificate of such Bank submitted to the Borrower in good faith as to the amount of such additional costs shall be conclusive and binding for all purposes, absent manifest error. Within ten (10) Business Days after the Agent or such Bank notifies the Borrower in writing of any such additional costs pursuant to this Section 2.12(a), the Borrower may (A) repay in full all Loans of any types or currencies so affected then outstanding, together with interest accrued thereon to the date of such repayment, or (B) convert all Loans of any types or currencies so affected then outstanding into Loans of any other type or currency not so affected upon not less than four (4) Business Days' notice to the Agent. If any such repayment or conversion of any Libor Rate Loan occurs on any day other than the last day of the applicable Interest Period for such Loan, the Borrower also shall pay to the Agent for the ratable account of the Banks such additional amounts as set forth in Section 2.12(c); provided, that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. (b) If either (i) the introduction of, or any change in, or in the interpretation of, any Law or (ii) the compliance with any guideline or request from any central bank or other Official Body (whether or not having the force of Law), affects the amount of capital or liquidity required to be maintained by any Bank or any corporation controlling any Bank and such Bank determines in good faith that the amount of such capital is increased by or based upon the existence of the Loans (or commitment to make the Loans), other than with respect to any Tax with respect to which Section 2.14 and Section 9.17 shall apply, then, within ten (10) Business Days of demand by such Bank, the Borrower shall pay directly to each Bank and Fronting the Agent for the account of such Bank from time to time on as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank determines in good faith such increase in capital to be allocable to the existence of such Bank's Loans (or commitment to make the Loans). Any such demand by a Bank must be made within a reasonable time after such Bank's determination as set forth in the immediately preceding sentence. A certificate of such Bank in good faith submitted to the Borrower as to such amounts as shall be presumptive evidence of such amounts. Within ten (10) Business Days after the Agent or such Bank notifies the Borrower in writing of any such additional costs pursuant to this Section 2.12(b), the Borrower may (A) repay in full all Loans of any types or Fronting Bank may reasonably determine currencies so affected then outstanding, together with interest accrued thereon to be necessary the date of such prepayment, or (B) convert all Loans of any types or currencies so affected then outstanding into Loans of any other type or currency not so affected upon not less than four (4) Business Days' notice to compensate it such Bank. If any such prepayment or conversion of any Libor Rate Loan occurs on any day other than the last day of the applicable Interest Period for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, the Borrower also shall pay to the Agent for the ratable account of the Banks such additional amounts as set forth in Section 2.12(c); provided, that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or its obligation to issuedirectives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, maintain rules, regulations, guidelines, interpretations or participate in any Letter of Creditdirectives promulgated by the Bank for International Settlements, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, the Basel Committee on Banking Supervision (or any reduction in any amount receivable by such Bank successor or Fronting Bank hereunder in respect of its Loan(ssimilar authority) or such obligations the United States or foreign regulatory authorities (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”whether or not having the force of Law), in each case resulting from any Regulatory Change which:pursuant to Basel III, shall in each case be deemed to be a change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. (1c) subject If the Borrower shall repay or convert any Recipient to any Taxes (Libor Rate Loan on a day other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement last day of the applicable Interest PeriodPeriod for such Loan (whether such repayment or conversion is (i) imposes permitted by this Section 2.12 or modifies Section 2.13, (ii) permitted as a result of the failure of the Borrower to consummate a transaction after providing notice as set forth in Section 2.01(c)(ii), (iii) otherwise permitted by a Bank, or (iv) otherwise required under the terms of this Agreement), the Borrower shall pay (within ten (10) Business Days after written demand) to the Agent for the ratable benefit of the Banks such additional amounts reasonably determined by the Banks in good faith to be sufficient to indemnify the Banks against any reserveloss, special depositcost, liquidityor expense incurred by the Banks as a result of such prepayment or conversion including, deposit insurance without limitation, any loss (including loss of anticipated profits), costs or assessment, minimum capital, capital ratio expense incurred by reason of the liquidation or similar requirements relating to any extensions reemployment of credit deposits or other assets offunds acquired by the Banks to fund such Loan, or and a certificate as to the amount of any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other conditionloss, cost or expense (other than Taxes) affecting this Agreement or submitted by any Bank to the Notes (or any Borrower in good faith shall be presumptive evidence of such extensions amount. (d) The obligation of credit or liabilities). Without limiting Borrower to make payments to any Bank pursuant to Sections 2.12(a) and 2.12(b) shall be limited to amounts that accrue on and after the effect of day which is one hundred eighty (180) days prior to the provisions of the date on which such Bank first paragraph of this Section, in the event makes demand therefor; provided that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on if the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior circumstances giving rise to such termination. Determinations and allocations by payments have a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactiveretroactive effect, then such one hundred eighty (180) day period shall be extended to include the period of such retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall pay directly to each the Issuing Bank and Fronting each Bank from time to time on time, within two days of the demand of the Issuing Bank or such Bank, as the case may be, such amounts as such the Issuing Bank or Fronting such Bank may reasonably determine to be necessary to compensate it for any increased costs which the Issuing Bank or such Bank or Fronting Bank reasonably determines are attributable to its issuing or making or maintaining any LoanBA Rate Loans, Fixed Rate Loans, LIBOR Loans or Letters of Credit (or participations therein) under this Agreement or any of its Notes or its obligation to issue, maintain under any such Loans or participate in any Letter Letters of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Credit hereunder, or any reduction in any amount receivable by such the Issuing Bank or Fronting such Bank hereunder in respect of its Loan(sany such Loans or Letters of Credit (or participations therein) or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to the Issuing Bank or such Bank under this Agreement or any Taxes of its Notes in respect of any of such Loans or Letters of Credit (or participations therein) or obligations (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement overall net income of the applicable Interest PeriodIssuing Bank or such Bank or of its Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which the Issuing Bank or such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Issuing Bank or such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"LIBOR" in Section 1.1 hereof); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes Agreement, any Note (or any of such extensions of credit or liabilities) or any Letter of Credit (or participations therein). The Issuing Bank and each Bank will notify the Administrative Agent of any event occurring after the date of this Agreement which will entitle the Issuing Bank or such Bank to compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and the Administrative Agent on behalf of the Issuing Bank or such Bank will promptly notify the Borrower of such event. If the Issuing Bank or any Bank requests compensation from the Borrower under this Section 5.1(a), or under Section 5.1(c), the Borrower may, by notice to the Administrative Agent (with a copy to the Issuing Bank or such Bank), suspend the obligation of the Issuing Bank to issue Letters of Credit or the obligation of such Bank to make Loans (but not to purchase participation interests in reimbursement obligations under Letters of Credit) or to otherwise extend credit of the type with respect to which such compensation is requested (in which case the provisions of Section 5.4 hereof shall be applicable) provided that the provisions of this sentence shall not relieve the Borrower of its obligation to make payments pursuant to this Section 5.1; provided further that if at any time subsequent to such suspension, the causes therefor cease to exist, the Issuing Bank or such Bank shall so notify the Borrower and the obligation of the Issuing Bank to issue Letters of Credit, or such Bank's obligation to make Loans of the applicable type, as the case may be, shall, subject to the provisions of this Agreement, be reinstated. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 5.1, 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 LIBOR Loans is determined 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 Borrower the Administrative Agent (with a copy to Administrative Agentthe Borrower), the obligation of such Bank to permit Elections of, to Continue, or to Convert 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 3.04 5.4 hereof shall be applicable). (c) until Without limiting the effect of the foregoing provisions of this Section 5.1 (but without duplication), the Borrower shall pay directly to the Issuing Bank and to each Bank from time to time on request such Regulatory Change ceases amounts as the Issuing Bank or such Bank or any of its affiliates may reasonably determine to be in effect. The obligations of Borrower under this Section shall survive necessary to compensate the repayment of all amounts due under Issuing Bank or in connection with such Bank for any costs which it reasonably 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 Loan Documents force of law and whether in effect on the termination date of the Loan Commitments this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of the period prior Letters of Credit (or any reimbursement obligations with respect thereto or participations therein) or any Loans or other obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Issuing Bank or such terminationBank or any such affiliate to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). The Issuing Bank and each Bank will notify the Administrative Agent if it is entitled to compensation pursuant to this Section 5.1(c) as promptly as practicable after it determines to request such compensation, and the Administrative Agent on behalf of the Issuing Bank or such Bank will promptly notify the Borrower. (d) Determinations and allocations by the Issuing Bank or a Bank for purposes of this Section 5.1 of the effect of any Regulatory Change pursuant to subsection (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or Letters of Credit (or any reimbursement obligations with respect thereto or participations therein) or its Loan obligation to make Loans or portions thereof Letters of Credit (or any reimbursement obligations with respect thereto), or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofLetters of Credit (or any reimbursement obligations with respect thereto or participations therein), and of the additional amounts required to compensate the Issuing Bank or such Bank under this SectionSection 5.1, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) Borrower shall pay directly to each Bank and Fronting Bank or the Issuing Bank, as the case may be, from time to time on demand such amounts as such Bank or Fronting the Issuing Bank may reasonably determine to be necessary to compensate it for any increased reasonable costs incurred by such Bank or the Issuing Bank, as the case may be, which such Bank or Fronting the Issuing Bank determines are attributable to its making or maintaining of any Loan, Loans or its obligation to issue, maintain or participate in any Letter Letters of Credit, as the case may be, subject to Eurodollar Accounts hereunder or its obligation to make any of such Loans or maintain any Loan, or its obligation to Convert any Loan Letters of Credit hereunder, or any reduction in any amount receivable by such Bank or Fronting the Issuing Bank hereunder in respect of its Loan(s) any such Loans, such Letters of Credit or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank or the Issuing Bank under this Agreement or its Revolving Notes in respect of any Taxes of such Loans or Letters of Credit (other than (A) Indemnified Taxes, franchise taxes and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, such Bank or other obligations, the Issuing Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Loans or capital attributable thereto; orLetters of Credit by the United States of America or the jurisdiction in which such Bank or the Issuing Bank has its Principal Office or such Applicable Lending Office); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank or the Issuing Bank, as the case may be, (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Revolving Notes (or the Letters of Credit or any of such extensions of credit or liabilitiesliabilities or commitments. Each Bank and the Issuing Bank, as applicable, will notify Borrower (with a copy to Agent) of any event occurring after the date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to compensation pursuant to this subsection 6.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans or Letters of Credit, as the case may be, 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 or the Issuing Bank, as the case may be, violate any law, rule, or regulation or be in any way disadvantageous to such Bank or the Issuing Bank. Each Bank and the Issuing Bank, as applicable, will furnish Borrower with a certificate setting forth the basis and the amount of each request of such Bank or the Issuing Bank for compensation under this subsection 6.1(a). If any Bank or the Issuing Bank requests compensation from Borrower under this subsection 6.1(a), Borrower may, by notice to such Bank or the Issuing Bank, as the case may be, (with a copy to Agent) suspend the obligation of such Bank to make Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts or suspend the obligation of the Issuing Bank to issue Letters of Credit, as applicable, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 hereof shall be applicable with respect to such Eurodollar Accounts). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 6.1, in the event that, by reason of any Regulatory Change, any Bank or the Issuing 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 or the Issuing Bank, as the case may be, which includes deposits by reference to which the interest rate on the Loans subject to Eurodollar Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Loans subject to Eurodollar Accounts or with respect to the Issuing Bank which includes Letters of Credit 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 or the Issuing Bank, as the case may be, so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections ofmake Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts hereunder or the obligation of the Issuing Bank to issue Letters of Credit, to Continueas the case may be, or to Convert Loans shall be suspended until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 3.04 6.4 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank or the Issuing Bank for purposes of this Section 6.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return maintaining its obligation to make Loans, to issue Letters of Credit, of making or maintaining its Loan Loans, of making or portions thereof maintaining Letters of Credit, or on amounts receivable by it in respect of its Loan the Loans or portions thereofthe Letters of Credit, as the case may be, and of the additional amounts required to compensate such Bank under this Sectionor the Issuing Bank in respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive shall, absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Interest Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan, LIBOR Daily Loan or RFR LoanLIBOR Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or the Notes in respect of any Taxes such LIBOR Loan or Bid Rate Loan (other than (Ai) Indemnified Taxeschanges in the rate of general corporate, and (B) Excluded Taxes) on its loansfranchise, loan principalbranch profit, letters of credit, commitments, net income or other obligations, income tax imposed on such Bank or its deposits, reserves, other liabilities Applicable Lending Office or capital attributable thereto(ii) a tax described in Section 10.13); or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or any commitment of such Bank (including such Bank’s 's Loan Commitment hereunder); or (3) imposes any other condition, cost or expense condition (other than Taxesunrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) 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 LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting the Bank from time to time on demand such amounts as such Bank or Fronting the Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by the Bank which such the Bank or Fronting Bank reasonably determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, LIBOR Advances hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any Loan of such Advances hereunder, or any reduction in any amount receivable by such Bank or Fronting the Bank hereunder in respect of its Loan(s) any such Advances or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which:: ---------------- (1i) subject changes the basis of taxation of any Recipient amounts payable to the Bank under this Agreement or the Notes in respect of any Taxes of such Advances (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, or other obligations, the Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Advances by the jurisdiction in which the Bank has its principal office or capital attributable theretosuch Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such the Bank (including any Term Benchmark Loan or RFR Loan), of such Advances or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Base LIBOR" in Section 1.1 hereof); or or ------------ (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilitiesliabilities or commitments. 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 Article ------- VI as promptly as practicable after it obtains knowledge thereof and determines - to request such compensation (provided that any claim by the Bank for compensation pursuant to this Article VI shall be made within ninety (90) days ---------- after the initial occurrence of the event giving rise to such claim), and will designate a different Applicable Lending Office for the Advances 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 the Bank, violate any law, rule, or regulation or be in any way disadvantageous to the Bank, provided that the Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. The Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of the Bank for compensation under this Section 6.2(a). If the Bank -------------- requests compensation from the Borrower under this Section 6.2(a), the Borrower -------------- may, by notice to the Bank suspend the obligation of the Bank to make or Continue making, or Convert Advances into, Advances 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 6.5 ----------- hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection ------- 6.2, in the event that, by reason of any Regulatory Change, any 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 Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes LIBOR Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such the Bank so elects by notice to Borrower (with a copy to Administrative Agent)the Borrower, the obligation of such the Bank to permit Elections of, to Continuemake or Continue making, or to Convert Loans Advances into, Advances of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 6.5 hereof shall be applicable). ------ (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a the Bank for purposes of this Section ------- 6.2 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its --- obligations to make Advances or rate of return of making or maintaining its Loan or portions thereof Advances or on amounts --- receivable by it in respect of its Loan or portions thereofAdvances, and of the additional amounts required to compensate such the Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after determinations and allocations are made in good faith and on a reasonable basis and without duplication of the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankLIBOR Reserve Percentage.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or the Notes in respect of any Taxes such LIBOR Loan or Bid Rate Loan (other than (Ai) Indemnified Taxeschanges in the rate of general corporate, and (B) Excluded Taxes) on its loansfranchise, loan principalbranch profit, letters of credit, commitments, net income or other obligations, income tax imposed on such Bank or its deposits, reserves, other liabilities Applicable Lending Office or capital attributable thereto(ii) a tax described in Section 10.13); or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or any commitment of such Bank (including such Bank’s 's Loan Commitment hereunder); or (3) imposes any other condition, cost or expense condition (other than Taxesunrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) 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 LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making making, Continuing, Converting to, or maintaining any a SOFR Loan, or its obligation to issuemake, maintain maintain, Continue or participate in any Letter of Credit, or its obligation Convert to make or maintain any a SOFR Loan, or its obligation to Convert any a Base Rate Loan to a SOFR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) SOFR Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: : (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (2) (other than Regulation D 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 SOFR Loans is determined to the extent any reserve requirement is taken into account in utilized when determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodfor such Loans) imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark SOFR Loan or RFR Loanany deposits referred to in the definition of “Term SOFR”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.to

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay directly to each Bank and Fronting Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it such Lender for any increased costs which incurred by such Bank or Fronting Bank Lender that it determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Term SOFR Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Term SOFR Loans hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement or Fronting Bank hereunder any of the other Loan Documents in respect of any of such Term SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its Loan(s) Term SOFR Loans or such obligations its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change whichthat: (1i) subject changes the basis of taxation of any Recipient amounts payable to such Lender under this Agreement or any Taxes of the other Loan Documents in respect of any of such Term SOFR Loans or its Commitments (other than (A) Indemnified Taxes, and (B) Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or​ (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio charge or similar requirements (other than Regulation D of the 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 Term SOFR Loans is determined to the extent utilized when determining 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 Bank Lender (including any Term Benchmark Loan or RFR Loanits parent corporation), or any commitment of such Bank Lender (including including, without limitation, the Commitments of such Bank’s Loan Commitment Lender hereunder); or (3iii) imposes on any Lender or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of Loans made by such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankLender.

Additional Costs. Borrower (a) In the event that compliance by any Bank with any future request or directive (whether or not having the force of law) made or issued after the date hereof or any Regulatory Change (including for the purposes of this Section 2.15, any law, rule, regulation or guidelines adopted at any time, whether or not such law, rule, regulation or guidelines was in effect on or prior to the date hereof, pursuant to or arising out of the June 2004 Report of the Basel Committee on Banking Supervision entitled “International Convergence of Capital Measurement and Capital Standards: A Revised Framework” and any amendments thereto or other or subsequent report of the Basel Committee) shall pay directly (i) change the basis of taxation of any amounts payable to each Bank and Fronting Bank from time to time on demand such amounts as such Bank under this Agreement or Fronting the Notes in respect of any Loans (other than taxes imposed on the overall net income of such Bank may reasonably determine to be necessary to compensate it for any increased costs such Loans by the United States of America or the jurisdiction in which such Bank has its principal office or Fronting Bank determines are attributable to in which its making Lending Office is located); (ii) impose or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies modify any reserve, special deposit, liquidity, deposit insurance Federal Deposit Insurance Corporation premium or assessment, minimum capital, capital ratio special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Bank; or (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3iii) imposes impose any other condition, cost or expense (other than Taxes) conditions affecting this Agreement or the Notes in respect of Loans (or any of such extensions of credit credit, assets, deposits or liabilities). Without limiting ; and the effect of the provisions of the first paragraph of this Section, in the event that, by reason result of any Regulatory Change, any Bank becomes subject event referred 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 Borrower in clause (with a copy to Administrative Agenti), the obligation (ii) or (iii) above shall be to increase such Bank’s costs of such Bank to permit Elections of, to Continuemaking or maintaining any Loans or its Commitment, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until reduce any amount receivable by such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments Bank hereunder in respect of any Loans or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as “Additional Costs”), then the Borrower shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such Additional Costs, together with interest on each such amount which is not paid within thirty (30) days after demand by such Bank, payable at the Post-Default Rate, but not for a period prior to such termination. Determinations and allocations by a demand of more than forty-five (45) days. (b) Each Bank for purposes of this Section of agrees that it will use reasonable commercial efforts to notify the effect Borrower of any Regulatory Change pursuant event of which it has knowledge that will entitle such Bank to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it receive a payment in respect of its Loan an Additional Cost and to deliver a certificate of a responsible officer of such Bank setting forth (i) the Regulatory Change that is the basis for the claim, (ii) the amount or portions thereof, and the amounts required necessary to compensate such Bank under this Sectionfor such Additional Cost and (iii) reasonable detail of the calculations of the amount necessary to compensate such Bank for such Additional Cost. All determinations, estimates, assumptions, allocations, and the like required for the determination of such amount or amounts shall be included made by each Bank, in good faith, but a calculation of such amounts given to Borrower and Bank’s judgment thereon shall be conclusive and binding upon Borrower absent manifest errorerror or willful misconduct. Notwithstanding anything contained in Any failure by any Bank to comply with this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank subparagraph shall not exercise any right relieve the Borrower from its obligations under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankLoan Documents.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making, Continuing, Converting to, or maintaining a SOFR Loan or making or maintaining any a Bid Rate Loan, or its obligation to issuemake, maintain maintain, Continue or participate in any Letter of Credit, Convert to a SOFR Loan or its obligation to make or maintain any a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a SOFR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its SOFR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: : (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (2) (other than Regulation D 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 SOFR Loans or Bid Rate Loans is determined to the extent any reserve requirement is taken into account in utilized when determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodfor such Loans) imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark SOFR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of “Term SOFR”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank or Fronting Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph preceding paragraphs of this Section, on its costs or rate of return of making making, Continuing, Converting to, or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereofthereof or issuing or maintaining Letters of Credit (or participations therein), and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Fronting Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.this

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by such Bank which such Bank or Fronting Bank determines are attributable to its the making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loans hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Note in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, or other obligations, such Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or capital attributable thereto; orsuch Applicable Lending Office); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilitiesliabilities or commitments. 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 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans 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, violate any law, rule or regulation or be in any way disadvantageous to such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. If any Bank requests compensation from the Borrower under this Section 4.1(a). , the Borrower may, by notice to such Bank (with a copy to the Agent) suspend the obligation of such Bank to make or Continue or Convert 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 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 4.1, 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 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 (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 Borrower (with a copy to Administrative Agent)elects, the obligation of such Bank to permit Elections of, to Continue, make or to Continue or Convert Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 4.4 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligation to make Loans or rate of return of making or maintaining its Loan or portions thereof Loans or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the additional amounts required to compensate such Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made in good faith on which the Regulatory Change a reasonable basis generally consistent with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank's standard practices.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank reasonably determines are attributable to its making or maintaining any Loan, Fixed Rate Loans under this Agreement or any of its obligation Notes with respect to issue, maintain or participate in any Letter of Credit, Fixed Rate Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or any Taxes of such Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Fixed Base Rate" in SECTION 1.01); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the any of such Notes (or any 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 the first paragraph of this SectionSECTION 3.01, 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 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 (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 Administrative the Agent), the obligation of such Bank to permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations 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 under this Section shall survive pay directly to each 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 determines are attributable to the repayment of all amounts due under maintenance by it or in connection with any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments 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, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the period prior Borrower if it is entitled to compensation pursuant to this SECTION 3.01(C) as promptly as practicable after it determines to request such termination. compensation. (d) Determinations and allocations by a Bank for purposes of this Section SECTION 3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such Bank under this SectionSECTION 3.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or any governmental authority charged with the administration thereof, in any such case enacted or made effective after the date hereof, or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) made effective after the date hereof: (a) subjects either Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by Borrower shall pay directly or otherwise with respect to each Bank and Fronting Bank from time to time the transactions contemplated hereby (except for taxes on demand such amounts as the overall net income of such Bank imposed by the United States of America or Fronting any political subdivision thereof); (b) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by any Bank; or (c) imposed upon any Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable other condition with respect to its making or maintaining performance under this Agreement, and the result of any Loanof the foregoing is to increase the cost to such Bank, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount reduce the income receivable by such Bank or Fronting impose any expense upon such Bank hereunder in with respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities ofAdvances, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of shall notify Borrower thereof. Borrower agrees to pay to such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the amount of such a category of liabilities increase in cost, reduction in income or assets which it may holdadditional expense as and when such cost, thenreduction or expense is incurred or determined, if upon presentation by such Bank so elects by notice to Borrower (with of a copy to Administrative Agent)statement of the amount and setting forth such Bank's calculation thereof, the obligation of such Bank to permit Elections ofall in reasonable detail, to Continue, or to Convert Loans which statement shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents deemed true and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive correct absent manifest error. Notwithstanding anything contained in this Article III No Bank shall be entitled to the contrary, Borrower shall only be obligated any compensation pursuant to pay any amounts due under this Section 3.01 2.5 in respect of any such event (i) for any period of time in excess of ninety (90) days prior to such notice or under Section 3.06 if, and a (ii) for any period of time prior to such notice if such Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any have given such provision for any amounts attributable to any period which is more than nine notice within ninety (990) months prior to such Bank’s delivery days of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01event shall have been enacted, the term “Bank” includes any Fronting Bankpromulgated, adopted or issued in definitive or final form unless such event is retroactive.

Additional Costs. Borrower (a) Subject to SECTION 12.8, the Company shall pay directly to each Bank and Fronting Bank the Agent, on demand, for the account of such Bank, from time to time on demand such amounts as such Bank or Fronting any Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by such Bank which such Bank or Fronting Bank reasonably determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loan hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any such Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (1) subject any Recipient subjects such Bank (or makes it apparent that such Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge or fee (collectively, "TAXES"), or any deduction or withholding for any Taxes (on or from the payment due under any Eurodollar Loan or other amounts due hereunder, other than income and franchise taxes of the jurisdiction (Aor any subdivision thereof) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, in which such Bank has an office or its deposits, reserves, other liabilities or capital attributable theretoApplicable Lending Office; or (2) (changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans, other than to changes which affect taxes measured by or imposed on the extent overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any reserve requirement is taken into account of such Loans by the jurisdiction (or any subdivision thereof) in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodwhich such Bank has an office or such Applicable Lending Office; or (3) imposes or modifies or increases or deems applicable any Statutory Reserves or any other reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement (including any such requirement imposed by the Board) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)loans made by such Bank, or against any commitment of such Bank (including other funds, obligations or other Property owned or held by such Bank’s Loan Commitment hereunder); or (34) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company through the Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this SECTION 6.1 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Company through the Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans of such Bank or take such other action as the Company may reasonably request if such designation or action is consistent with the internal policy of such Bank and legal and regulatory restrictions, can be undertaken at no additional cost, 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 (PROVIDED that such Bank shall have no obligation so to designate an Applicable Lending Office located in the United States of America). Each Bank will furnish the Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this SECTION 6.1, with each such statement to cover amounts accruing under this SECTION 6.1 with respect to a period beginning not earlier than 120 days from the date thereof and using any reasonable averaging and attribution method. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSECTION 6.1, in the event that, by reason of any Regulatory Change, any Bank either (1) 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 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 (2) 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 Borrower the Company (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert make Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 SECTION 6.4 shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank for purposes of this Section SECTION 6.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligations to make Loans or rate of return of making or maintaining its Loan or portions thereof Eurodollar Loans or on amounts receivable by it in respect of its Loan or portions thereofEurodollar Loans, and of the additional amounts required to compensate such Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive conclusive, absent manifest error. Notwithstanding anything contained , and may be made using any reasonable averaging and attribution method. (d) In the event any Bank shall seek compensation pursuant to this SECTION 6.1, the Company may give notice to such Bank (with copies to the Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to purchase and assume the Commitment, Loans, Note and interests in this Article III Agreement of such Bank. Each Bank requesting compensation pursuant to this SECTION 6.1 agrees to sell its Commitment, Loans, Note, and interests in this Agreement pursuant to SECTION 12.6 (without recourse, representation or warranty except as provided in SECTION 12.6) to any such Eligible Assignee for an amount equal to (x) the contrarysum of the outstanding unpaid principal of and accrued and unpaid interest on such Loans and Note, Borrower shall only be obligated to pay plus (y) all other fees and amounts (including any amounts due compensation claimed by such Bank under this Section 3.01 or under Section 3.06 if, SECTION 6.1 and including a breakage charge as if such Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, had been prepaid the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing amount of all of its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated outstanding Eurodollar Loans) owing to compensate any such Bank under any such provision for any amounts attributable the Credit Documents, calculated, in each case, to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which such Commitment, Loans, Note and interests are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Regulatory Change with Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such retroactive effect purchase, but shall continue to be entitled to the benefit of, and subject to any obligations incurred by it under, this Agreement and the other Credit Documents in respect of matters occurring during the time it was made). For purposes of a Bank under this Section 3.01, the term “Bank” includes any Fronting BankAgreement.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly, but in any event within ten (10) days of the written demand therefor, pay directly to each Bank and Fronting Bank the Administrative Agent for its own account or for the account of a Lender from time to time on demand such amounts as such Bank Lender or Fronting Bank the Administrative Agent may reasonably determine to be necessary to compensate it the Administrative Agent or such Lender for any increased costs which incurred by the Administrative Agent or such Bank or Fronting Bank Lender that it determines are attributable to its making of, or maintaining maintaining, continuing or converting, any Loan, Loans or its obligation to issuemake, maintain maintain, continue or participate in convert any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Loans hereunder, or any reduction in any amount receivable by such Bank Lender or Fronting Bank hereunder the Administrative Agent under this Agreement or any of the other Loan Documents in respect of any of such Loans or such obligation or the maintenance by such Lender or the Administrative Agent of capital or liquidity in respect of its Loan(s) Loans or such obligations its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: that: (1i) subject Subjects such Lender or the Administrative Agent under this Agreement or any Recipient of the other Loan Documents to any Taxes in respect of any of such Loans or its Commitments (other than (A) Indemnified Taxes, and Taxes described in clauses (Bb) Excluded Taxesthrough (d) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Perioddefinition of Excluded Taxes and Connection Income Taxes); (ii) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit liquidity insurance or assessment, minimum capital, capital ratio 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 SOFR Loans is determined to the extent utilized when determining Daily Simple SOFR or 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 Bank Lender (including any Term Benchmark Loan or RFR Loanits parent corporation), or any commitment of such Bank Lender (including including, without limitation, the Commitments of such Bank’s Loan Commitment Lender hereunder); or or (3iii) imposes on any Lender or the Administrative Agent or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (Loans made by such Lender or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which such Bank or Fronting Bank determines are attributable to its making making, Converting, Continuing or maintaining any Loan, or its obligation to issuemake, maintain or participate in any Letter of CreditConvert, or its obligation to make Continue or maintain any Loan, or its obligation to Convert any a Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR Loanany deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, the Loans or the Notes (or any of such extensions of credit or liabilitiesliabilities or the London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest RateSOFR is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest RateSOFR or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBORSOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or the Notes in respect of any Taxes such LIBOR Loan or Bid Rate Loan (other than (Ai) Indemnified Taxeschanges in the rate of general corporate, and (B) Excluded Taxes) on its loansfranchise, loan principalbranch profit, letters of credit, commitments, net income or other obligations, income tax imposed on such Bank or its deposits, reserves, other liabilities Applicable Lending Office or capital attributable thereto(ii) a tax described in Section 10.13); or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or any commitment of such Bank (including such Bank’s 's Loan Commitment hereunder); or (3) imposes any other condition, cost or expense condition (other than Taxesunrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine one (91) months year prior to such Bank’s 's delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankBorrower.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay directly to each Bank and Fronting Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it such Lender for any increased costs which incurred by such Bank or Fronting Bank Lender that it determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Term SOFR Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Term SOFR Loans hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement or Fronting Bank hereunder any of the other Loan Documents in respect of any of such Term SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its Loan(s) Term SOFR Loans or such obligations its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which:that: ​ (1i) subject changes the basis of taxation of any Recipient amounts payable to such Lender under this Agreement or any Taxes of the other Loan Documents in respect of any of such Term SOFR Loans or its Commitments (other than (A) Indemnified Taxes, and (B) Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or​ (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio charge or similar requirements (other than Regulation D of the 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 Term SOFR Loans is determined to the extent utilized when determining 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 Bank Lender (including any Term Benchmark Loan or RFR Loanits parent corporation), or any commitment of such Bank Lender (including including, without limitation, the Commitments of such Bank’s Loan Commitment Lender hereunder); oror ​ (3iii) imposes on any Lender or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of Loans made by such extensions of credit or liabilities)Lender. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.​

Additional Costs. Borrower (a) Subject to SECTION 12.8, the Company shall pay directly to each Bank and Fronting Bank the Agent, on demand, for the account of such Bank, from time to time on demand such amounts as such Bank or Fronting any Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by such Bank which such Bank or Fronting Bank reasonably determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loan hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any such Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (1) subject any Recipient subjects such Bank (or makes it apparent that such Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge or fee (collectively, "TAXES"), or any deduction or withholding for any Taxes (on or from the payment due under any Eurodollar Loan or other amounts due hereunder, other than income and franchise taxes of the jurisdiction (Aor any subdivision thereof) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, in which such Bank has an office or its deposits, reserves, other liabilities or capital attributable theretoApplicable Lending Office; or (2) (changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans, other than to changes which affect taxes measured by or imposed on the extent overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any reserve requirement is taken into account of such Loans by the jurisdiction (or any subdivision thereof) in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodwhich such Bank has an office or such Applicable Lending Office; or (3) imposes or modifies or increases or deems applicable any Statutory Reserves or any other reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement (including any such requirement imposed by the Board) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)loans made by such Bank, or against any commitment of such Bank (including other funds, obligations or other Property owned or held by such Bank’s Loan Commitment hereunder); or (34) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company through the Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this SECTION 6.1 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Company through the Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans of such Bank or take such other action as the Company may reasonably request if such designation or action is consistent with the internal policy of such Bank and legal and regulatory restrictions, can be undertaken at no additional cost, 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 (PROVIDED that such Bank shall have no obligation so to designate an Applicable Lending Office located in the United States of America). Each Bank will furnish the Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this SECTION 6.1, with each such statement to cover amounts accruing under this SECTION 6.1 with respect to a period beginning not earlier than 120 days from the date thereof and using any reasonable averaging and attribution method. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSECTION 6.1, in the event that, by reason of any Regulatory Change, any Bank either (1) 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 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 (2) 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 Borrower the Company (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert make Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 SECTION 6.4 shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank for purposes of this Section SECTION 6.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligations to make Loans or rate of return of making or maintaining its Loan or portions thereof Eurodollar Loans or on amounts receivable by it in respect of its Loan or portions thereofEurodollar Loans, and of the additional amounts required to compensate such Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive conclusive, absent manifest error. Notwithstanding anything contained , and may be made using any reasonable averaging and attribution method. (d) In the event any Bank shall seek compensation pursuant to this SECTION 6.1, the Company may give notice to such Bank (with copies to the Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Article III Agreement of such Bank. Each Bank requesting compensation pursuant to this SECTION 6.1 agrees to sell its Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement pursuant to SECTION 12.6 (without recourse, representation or warranty except as provided in SECTION 12.6) to any such Eligible Assignee for an amount equal to (x) the contrarysum of the outstanding unpaid principal of and accrued and unpaid interest on such Loans, Borrower shall only be obligated to pay Note and Letter of Credit Advances, plus (y) in the case of the Issuer, Cover for the face amount of all undrawn Letter of Credit Liabilities, plus (z) all other fees and amounts (including any amounts due compensation claimed by such Bank under this Section 3.01 or under Section 3.06 if, SECTION 6.1 and including a breakage charge as if such Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, had been prepaid the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing amount of all of its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated outstanding Eurodollar Loans) owing to compensate any such Bank under any such provision for any amounts attributable the Credit Documents, calculated, in each case, to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which such Commitment, Loans, Note, Letter of Credit Liabilities and interests are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Regulatory Change with Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such retroactive effect purchase, but shall continue to be entitled to the benefit of, and subject to any obligations incurred by it under, this Agreement and the other Credit Documents in respect of matters occurring during the time it was made). For purposes of a Bank under this Section 3.01, the term “Bank” includes any Fronting BankAgreement.

Additional Costs. Borrower (a) In the event that any existing or future law or regulation or guideline or 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 shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of, such Bank's Commitment or the obligation of the Borrowers hereunder with respect to such Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall immediately pay directly to each Bank and Fronting such Bank from time to time on demand such amounts as specified by such Bank additional commitment fees which shall be sufficient to compensate such Bank for such imposition of or Fronting Bank may reasonably determine to be increase in capital requirements together with interest on each such amount commencing five (5) days from the date payment of such additional costs is demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate it such Bank as a result of an imposition of or increase in capital requirements submitted -58- by such Bank to the Borrowers shall be conclusive, as to the amount thereof. For purposes of this Section 2.16, all references to any "Bank" shall be deemed to include any participant in such Bank's Commitment. (b) In the event that any Regulatory Change shall: (A) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, Eurodollar Loans (other than taxes imposed on the overall net income of such Bank for any increased costs such Loans by the United States or the jurisdiction in which such Bank has its principal office); or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, impose or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies modify any reserve, special deposit, liquidity, deposit insurance Federal Deposit Insurance Corporation premium or assessment, minimum capital, capital ratio special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Eurodollar Rate" in Article I hereof); or or (3C) imposes impose any other condition, cost or expense (other than Taxes) conditions affecting this Agreement or the Notes in respect of Loans, including, without limitation, Eurodollar Loans (or any of such extensions of credit credit, assets, deposits or liabilities); and the result of any event referred to in clause (A), (B) or (C) above shall be to increase such Bank's costs of making or maintaining any Loans, including, without limitation, Eurodollar Loans, or its Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Eurodollar Loans, or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "Additional Costs") in each case, only to the extent that such Additional Costs are not included in the Eurodollar Rate applicable to such Eurodollar Loans, then, upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Commitment. (c) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 2.16, 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 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 (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 Borrower the Borrowers (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections ofmake, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations effect (and all Loans of Borrower under this Section such type then outstanding shall survive be converted into Prime Rate Loans or into Eurodollar Loans of another duration, as the repayment of all amounts due under or case may be, in connection accordance with Sections 2.7 and 2.19 hereof). (d) Determinations by any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section 2.16 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof Loans or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the additional amounts required to compensate such Bank under this Sectionin respect of any Additional Costs, when set forth in a written notice to the Borrowers, shall be included in a calculation of such amounts given to Borrower and shall be conclusive conclusive, absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by it which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) LIBOR Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR Loanany deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement Agreement, the Loans or the Notes (or any of such extensions of credit or liabilitiesliabilities or the London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting the Bank from time to time on demand such amounts as such Bank or Fronting the Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by the Bank which such the Bank or Fronting Bank reasonably determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Advances hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any Loan of such Advances hereunder, or any reduction in any amount receivable by such Bank or Fronting the Bank hereunder in respect of its Loan(s) any such Advances or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1i) subject changes the basis of taxation of any Recipient amounts payable to the Bank under this Agreement or the Revolving Credit Note in respect of any Taxes of such Advances (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, or other obligations, the Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Advances by the jurisdiction in which the Bank has its principal office or capital attributable thereto; orsuch Applicable Lending Office); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such the Bank (including any Term Benchmark Loan or RFR Loan), of such Advances or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilitiesliabilities or commitments. 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 Article IV as promptly as practicable after it obtains knowledge thereof and determines to request such compensation (provided that any claim by the Bank for compensation pursuant to this Article IV shall be made within ninety (90) days after the initial occurrence of the event giving rise to such claim), and will designate a different Applicable Lending Office for the Advances 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 the Bank, violate any law, rule, or regulation or be in any way disadvantageous to the Bank, provided that the Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. The Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of the Bank for compensation under this Section 4.2(a). If the Bank requests compensation from the Borrower under this Section 4.2(a), the Borrower may, by notice to the Bank suspend the obligation of the Bank to make or Continue making, or Convert Advances into, Advances 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 4.5 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 4.2, in the event that, by reason of any Regulatory Change, any 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 Eurodollar Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes Eurodollar Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such the Bank so elects by notice to Borrower (with a copy to Administrative Agent)the Borrower, the obligation of such the Bank to permit Elections of, to Continuemake or Continue making, or to Convert Loans Advances into, Advances of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 4.5 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a the Bank for purposes of this Section 4.2 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligations to make Advances or rate of return of making or maintaining its Loan or portions thereof Advances or on amounts receivable by it in respect of its Loan or portions thereofAdvances, and of the additional amounts required to compensate such the Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after determinations and allocations are made in good faith and on a reasonable basis and without duplication of the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankReserve Requirement.

Additional Costs. (a) The Borrower shall promptly pay directly to each Bank and Fronting Bank the Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Bank or Fronting Bank it determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Loan or its obligation to make or maintain any LoanLoans, or its obligation to Convert the issuance or maintenance by NationsBank of or any Loan other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement, the Notes or Fronting Bank hereunder the Letters of Credit in respect of its Loan(s) any of such Loans or such obligations obligation or the Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Lender under this Agreement or the Notes in respect of any Taxes of such Loans or Letters of Credit (other than taxes imposed on or measured by the income, revenues or assets of any Lender); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including other than any Term Benchmark Loan such reserve, deposit or RFR Loanrequirement reflected in the Eurodollar Rate computed in accordance with the definition of such term set forth in Section 1.01 hereof); 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 the Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's policies, or any commitment policies of the parent corporation of such Bank (including such Bank’s Loan Commitment hereunderLender, with respect to capital adequacy); or or (3iv) imposes any other condition, cost or expense (other than Taxes) condition adversely affecting this Agreement the Agent or the Lenders under this Agreement, the Notes or the issuance or maintenance of, or any Lender's Participation in, the Letters of Credit (or any of such extensions of credit or liabilities). 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 4.01(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 the first paragraph of this SectionSection 4.01, in the event that, by reason of any Regulatory Change, any Bank 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 Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of any 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 Bank the Lender so elects by notice to Borrower (with a copy to Administrative Agent)the other Lenders, the obligation hereunder of such Bank Lender to permit Elections ofmake and continue, and to Continueconvert Base Rate Loans into, or to Convert Eurodollar Loans that are the subject of such restrictions shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations of effect and the Borrower under this Section shall survive shall, on the repayment of all amounts due under or in connection with any last day(s) of the Loan Documents then current Interest Period(s) for outstanding Eurodollar Loans convert such Eurodollar Loans into Base Rate Loans; provided, however, that the suspension of such obligation and the termination conversion of any Eurodollar 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 Loan Commitments in respect other Lenders to make, and to convert Base Rate Loans into Eurodollar Loans shall not be affected by such restrictions. In the event that the obligation of some, but not all of the period prior Lenders to make, or to convert Base Rate Loans into Eurodollar Loans is suspended, then any request by the Borrower during the pendency of such suspension for a Eurodollar Loan shall be deemed a request for such Eurodollar Loan from the Lender(s) not subject to such termination. suspension and for a Base Rate Loan from the Lender(s) who are subject to such suspension, in each case in the respective amounts based on the Lenders' respective Revolving Credit Commitments. (c) Determinations and allocations by a Bank any Lender for purposes of this Section 4.01 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining maintaining, or being committed to make, Loans or Participations in any Letter of Credit or by NationsBank as issuer of any Letter of Credit of the effect of any Regulatory Change on its Loan costs in connection with the issuance or portions thereof maintenance of any Letter of Credit issued hereunder, or on amounts receivable by it any Lender in respect of its Loan Loans or portions thereofLetters of Credit, and of the additional amounts required to compensate such Bank under this Sectionthe Lender in respect of any Additional Costs, shall be included in made on a calculation reasonable basis taking into account such Lender's reasonable policies, or the policies of the parent corporation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III Lender, as to the contraryallocation of capital, Borrower costs and other items. The Lender requesting such compensation shall only be obligated furnish to pay any amounts due under this Section 3.01 or under Section 3.06 if, the Authorized Representative and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery Agent an explanation of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with and calculations, in reasonable detail, setting forth such retroactive effect was made). For purposes Lender's determination of this Section 3.01, the term “Bank” includes any Fronting Banksuch Additional Costs.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any a Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan”), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall agrees to pay directly to each Bank all Additional Costs within ten (10) days of receipt by Borrower from Bank of a statement setting forth the amount or amounts due and Fronting Bank the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon Borrower absent manifest error. Failure on the part of Bank to demand compensation for any Additional Costs in any Interest Period shall not constitute a waiver of Bank's right to demand compensation for any Additional Costs incurred during any such Interest Period or in any other subsequent or prior Interest Period. The term "ADDITIONAL COSTS" shall mean such additional amount or amounts as such Bank or Fronting Bank may shall reasonably determine to be necessary to will compensate it Bank for actual costs incurred by Bank in maintaining LIBOR Rates on the LIBOR Balances or any increased costs which such Bank portion thereof as a result of any change after the date of this Note in any applicable law, rule or Fronting Bank determines are attributable to its making regulation or maintaining any Loanin the interpretation or administration thereof by, or its obligation the compliance by Bank with any request or directive from any domestic or foreign court changing the basis of taxation of payments to issue, maintain Bank of the LIBOR Balances or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, interest on the LIBOR Balances or any reduction in portion thereof at an Adjusted LIBOR Rate or any amount receivable by such Bank other fees or Fronting Bank hereunder in respect of its Loan(s) amounts payable under this Note or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes the Loan Agreement (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters all or any portion of credit, commitmentsthe overall net income of Bank by the State of Texas or the Federal government), or other obligationsimposing, modifying or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies applying any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other requirement against assets of, or any deposits with or other liabilities for the account of, such Bank (including any Term Benchmark Loan or RFR Loan)credit extended by, or any commitment other acquisition of such Bank (including such funds for loans by Bank’s Loan Commitment hereunder); or (3) imposes , or imposing on Bank, as the case may be, or on the London interbank market any other condition, cost or expense (other than Taxes) condition affecting this Note, the Loan Agreement or the Notes (or any LIBOR Balances so as to increase the cost of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan Adjusted LIBOR Rates with respect to the LIBOR Balances or portions any portion thereof or on amounts to reduce the amount or any sum received or receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this SectionNote or the Loan Agreement (whether of principal, shall interest or otherwise), by an amount deemed by Bank in good faith to be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrarymaterial, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision but without duplication for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankReserve Requirement.

Additional Costs. Borrower shall pay directly to each Bank In addition to, and Fronting Bank from time to time not in limitation of the immediately preceding subsection, if any Regulatory Change shall: (i) impose, modify or deem 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 LIBO Rate) or Issuing Bank; (ii) impose on demand such amounts as such any Lender or Issuing Bank or Fronting Bank may reasonably determine to be necessary to compensate it for the London interbank market any increased costs which other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank Lender or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Credit or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which:participation therein; or (1iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to and the extent result of any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodforegoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities ofincrease the cost to such Lender, such Issuing Bank (including or such other Recipient of participating in, issuing or maintaining any Term Benchmark Loan Letter of Credit or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on reduce the amount of any sum received or receivable by such a category Lender, such Issuing Bank or such other Recipient hereunder (whether of liabilities principal, interest or assets which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agentotherwise), then the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior will pay to such termination. Determinations Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered (such increases in costs and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on reductions in amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was madebeing herein called “Additional Costs”). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank or other Recipient from time to time on demand such amounts as such Bank or Fronting Bank other Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank other Recipient determines are attributable to its making or maintaining any a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a Loan, or its obligation to Convert any a Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank other Recipient hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change in Law which: (1) subject subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the imposes, modifies or deems applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory loan, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or for the account of, or credit extended or participated in by, such Bank (including any Term Benchmark Loan or RFR Loan)Bank, or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, the Notes, SOFR Loans made by such Bank or the Notes any Letter of Credit or participation therein (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory ChangeChange in Law, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections Borrowings of, to Continue, or to Convert Base Rate Loans into, Term SOFR Loans or Daily SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change in Law ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change in Law pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 3.03 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers; provided that in no event shall any Bank be required to disclose information of other borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change in Law is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months 180 days after the date on which the Regulatory Change in Law with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, Notes or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (Ax) Indemnified Taxesfranchise taxes and taxes imposed on the overall income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank is organized, has its principal office or such Lending Office or any political subdivision thereof or therein and (By) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, withholding taxes imposed by the United States); or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment of deposits referred to in (a) the Borrower may, by notice to such Bank (including with a copy to the Administrative Agent), require that such Bank’s Loan Commitment hereunder); or's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.4. (3b) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 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 or 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 permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations effect (and all Loans of Borrower under 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 survive 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, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which 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 all amounts due under or in connection with any of the Loan Documents Loans and the termination of the Loan Commitments in respect of the period prior Commitments, after it determines to request such termination. 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 (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such Bank under this SectionSection 3.1, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower In addition to, and not in limitation of the immediately preceding subsection but subject to the provisions of Section 3.10 (which shall be controlling with respect to the matters covered thereby), the Borrowers shall within thirty (30) days after written demand by the Administrative Agent, pay directly to each Bank and Fronting Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it such Lender (which determination shall be made in good faith (and not on any arbitrary or capricious basis) and consistent with similarly situated customers of such Lender after consideration of such factors as such Lender then reasonably determines to be relevant) for any increased costs which incurred by such Bank or Fronting Bank Lender that it determines are attributable to its making making, Continuing, Converting into or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Loans hereunder, or any reduction in any amount receivable by such Bank Lender under this Agreement or Fronting Bank hereunder any of the other Loan Documents in respect of any of such Loans or such obligation or the maintenance by such Lender of capital in respect of its Loan(s) Loans or such obligations its obligation to make any Loans hereunder (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: that: (1i) subject subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes covered by Section 3.10 and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or , (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, compulsory loan, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements or imposes any insurance charge against assets, deposits or credit extended or participated in by such Lender (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 Bank Lender (including any Term Benchmark Loan or RFR Loanits parent corporation), or any commitment of such Bank Lender (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any Revolving Commitments of such extensions of credit Lender hereunder) or liabilities). Without limiting (iii) has or would have the effect of reducing the provisions rate of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions return on the amount capital of such Lender to a category of liabilities or assets level below that which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until Lender could have achieved but for such Regulatory Change ceases (taking into consideration such Lender’s policies with respect to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was madecapital adequacy). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or the Notes in respect of any Taxes such LIBOR Loan or Bid Rate Loan (other than (Ai) Indemnified Taxeschanges in the rate of general corporate, and (B) Excluded Taxes) on its loansfranchise, loan principalbranch profit, letters of credit, commitments, net income or other obligations, income tax imposed on such Bank or its deposits, reserves, other liabilities Applicable Lending Office or capital attributable thereto(ii) a tax described in Section 10.13); or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanBid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense condition (other than Taxesunrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine one (91) months year prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankBorrower.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Fed Funds Rate Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Fed Funds Rate Loans hereunder, or any reduction in any amount received or receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any Fed Funds Rate Loans or such obligations obligation (such increases in costs and reductions in amounts received or receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1i) subject changes the basis of taxation of any Recipient amounts payable to any Taxes such Bank under this Agreement or its Note (other than taxes on the overall net income of such Bank or its Lending Office imposed by the United States of America or by the jurisdiction in which such Bank has its principal office or such Lending Office); (Aii) Indemnified Taxesimposes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitmentsmodifies, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the deems applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or any commitment the Commitment of such Bank (including such Bank’s Loan Commitment hereunder)in respect of Fed Funds Rate Loans; or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities). ) or Commitment in respect of Fed Funds Rate Loans. (b) Without limiting the effect of the foregoing provisions of this Section 5.1 (but without duplication), the first paragraph Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank or any Person controlling such Bank for any increased costs which it determines are attributable to the maintenance by such Bank or such Person (or any Lending Office) of this Section, capital in the event that, by reason respect of such Bank’s Commitment or Loans as a result of any Regulatory Change, such compensation to include, without limitation, an amount equal to any Bank becomes subject to restrictions reduction of the rate of return on the amount of such a category of liabilities assets or assets which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent), the obligation equity of such Bank or such Person (or any Lending Office) to permit Elections ofa level below that which such Bank or such Person (or any Lending Office), to Continuetaking into account their policies concerning capital adequacy, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until could have achieved but for such Regulatory Change ceases Change. (c) Each Bank will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Bank to be in effect. The obligations compensation under paragraph (a) or (b) of Borrower under this Section shall survive 5.1 as promptly as practicable. Together with the repayment delivery of all amounts due such notice, the relevant Bank will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or in connection with any (b) of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationthis Section 5.1. Determinations and allocations by a any Bank for purposes of this Section 5.1 of the effect of any Regulatory Change pursuant Change, law, regulation, or request of any central bank or other monetary authority and computations of amounts payable set forth in the certificate referred to in the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, preceding sentence shall be included made in a calculation of such amounts given to Borrower good faith and shall be conclusive absent manifest error. Notwithstanding anything contained rebuttably presumptive evidence of the matters set forth in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bankcertificates.

Additional Costs. Borrower shall pay directly to each Bank If any present or future applicable law, which expression, as used herein, includes statutes, rules and Fronting Bank regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time on demand such amounts as such Bank hereafter made upon or Fronting Bank may reasonably determine otherwise issued to be necessary to compensate it for the Metal Supplier by any increased costs which such Bank central bank or Fronting Bank determines are attributable to its making other fiscal, monetary or maintaining any Loan, other authority (whether or its obligation to issue, maintain or participate in any Letter not having the force of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”law), in each case resulting from any Regulatory Change whichshall: (1a) subject any Recipient the Metal Supplier to any Taxes tax (other than (A) Indemnified Taxesexcept for taxes on income or profits), and (B) Excluded Taxes) on its loanslevy, loan principalimpost, letters duty, charge, fee, deduction or withholding of creditany nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Supplier of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Supplier under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, assessment, liquidity, deposit insurance capital adequacy or assessment, minimum capital, capital ratio or other similar requirements relating to any extensions (whether or not having the force of credit law) against assets held by, or other assets deposits in or for the account of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)loans by, or any commitment commitments of such Bank (including such Bank’s Loan Commitment hereunder); the Metal Supplier as they relate to this Agreement, or (3d) imposes impose on the Metal Supplier any other condition, cost conditions or expense (other than Taxes) affecting this Agreement requirements with respect to Fixed Rate Consignments or the Notes (Fixed Rate Gold Loans or any class of such extensions commitments of credit which any of Fixed Rate Consignments or liabilities). Without limiting Fixed Rate Gold Loans form a part; (e) and the effect result of any of the provisions foregoing is: (i) to increase the cost to the Metal Supplier of making, funding, issuing, renewing, extending or maintaining any of the first paragraph of this SectionFixed Rate Consignments or Fixed Rate Gold Loans, in the event that, by reason of any Regulatory Change, any Bank becomes subject or (ii) to restrictions on reduce the amount of such a category principal, interest or other amount payable to the Metal Supplier hereunder on account of liabilities any of the Fixed Rate Consignments or assets Fixed Rate Gold Loans, or (iii) to require the Metal Supplier to make any payment or to forego any interest or other sum payable hereunder, the amount of which it may holdpayment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Supplier for the Customers hereunder, then, if and in each such Bank so elects by notice to Borrower (with a copy to Administrative Agent)case, the obligation of such Bank Customers will, upon demand by the Metal Supplier, at any time and from time to permit Elections oftime and as often as the occasion therefor may arise, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant pay to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on Metal Supplier such additional amounts receivable by it in respect of its Loan or portions thereof, and the amounts required as will be sufficient to compensate the Metal Supplier for such Bank under this Sectionadditional cost, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contraryreduction, Borrower shall only be obligated to pay any amounts due under this Section 3.01 payment or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 foregone interest or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banksum.

Additional Costs. Borrower shall pay directly to each Bank and Fronting Issuing Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by it which such Bank or Fronting Bank determines are attributable to its making making, Converting, Continuing or maintaining any Loan, or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquiditycompulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanLIBOR Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, the Loans or the Notes (or any of such extensions of credit or liabilitiesliabilities or the London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, Fixed Rate Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, Note or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Note in respect of any Taxes of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than those already reflected in the Reserve Requirement) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Fixed Base Rate" in Section 1.01); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes its Note (or any 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 the first paragraph of this SectionSection 3.01, 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 which includes deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Fixed 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 Administrative the Agent), the obligation of such Bank to permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations effect (and all Loans of Borrower under 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 survive 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 repayment of all amounts due under maintenance by it or in connection with any of its affiliates, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments this Agreement or thereafter) of any court or governmental or monetary authority regarding capital adequacy, of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the period prior Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such termination. 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 (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such Bank under this SectionSection 3.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof determinations and allocations are made on a reasonable basis, but in no event shall the Borrower be obligated to Borrower no later reimburse any costs incurred for periods earlier than nine (9) six months after prior to the date on which the Regulatory Change with delivery of such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank's written request for such costs.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, Eurocurrency Loan or Eurocurrency Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, Notes or its obligation to make any such Loan or maintain any Loan, or its obligation to Convert any Loan Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loan or Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Fixed Base Rate" in Section 1.1); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.1(a) as promptly as practicable after such Bank obtains knowledge thereof and determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any Additional Costs due hereunder. If any Bank requests compensation from the Company under this Section 3.1(a), or under Section 3.1(c), the Company 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 3.4. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 3.1, in the event thatif, 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 Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurocurrency 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 Borrower the Company (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations , and all Loans of Borrower under 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 Company shall survive pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which such Bank determines are attributable to the repayment maintenance by it, pursuant to any law or regulation of all amounts due under any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in connection with effect on the date of this Agreement or thereafter) of any court of the Loan Documents and the termination governmental or monetary authority, of the Loan Commitments capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the period prior Agent if such Bank is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after such terminationBank it determines to request such compensation, and the Agent will notify the Company. Such notice will set forth in reasonable detail the calculation of any amounts due hereunder. (d) Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to Sections 3.1(a) or 3.1(b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to Section 3.1(c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by it by, or the rate of return to, such Bank in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such Bank under this SectionSection 3.1, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contraryconclusive, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided PROVIDED that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower (a) The Borrowers shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, Eurocurrency Loans or its obligation to issue, maintain Letters of Credit Usage under this Agreement or participate in any Letter of Credit, the Notes or 33 28 its obligation to make any such Loans or maintain any Loan, issue or its obligation to Convert any Loan participate in Letters of Credit hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or Letters of Credit Usage or such obligations (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject any Recipient subjects such Bank (or its applicable Lending Office) to any Taxes tax, duty or other charge or changes the basis of taxation of any amounts payable to such Bank under this Agreement or the Notes in respect of any of such Loans or Letters of Credit Usage (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans or Letters of Credit Usage by the jurisdiction in which such Bank has its principal office or such Lending Office); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan of such Loans or RFR Loan), Letters of Credit Usage or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Fixed Base Rate" in Section 1.1); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes or the Letters of Credit (or any of such extensions of credit or liabilities). Each Bank will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 4.1(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 4.1(a), or under Section 4.1(c), 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 4.4. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 4.1, 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 Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurocurrency 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 permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations effect (and all Loans of Borrower under such type held by such Bank then outstanding shall be converted in accordance with Section 4.4). (c) Without limiting the effect of the foregoing provisions of this Section 4.1 (but without duplication), the Borrower shall survive 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 repayment of all amounts due under maintenance by it or in connection with any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and 34 29 whether in effect on the termination date of the Loan Commitments 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 or its Letters of Credit Usage hereunder or its obligations to issue or participate in Letters of Credit or drawings thereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the period prior Borrower if it is entitled to compensation pursuant to this Section 4.1(c) as promptly as practicable after it determines to request such termination. compensation. (d) Determinations and allocations by a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or Letters of Credit Usage or its Loan obligation to make Loans or portions thereof issue or participate in Letters of Credit, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofLetters of Credit Usage or such obligation, and of the additional amounts required to compensate such Bank under this SectionSection 4.1, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such determinations and allocations are made on a reasonable basis. Each Bank delivered notice thereof to will notify the Borrower no later than nine (9) months after the date on which the Regulatory Change with of such retroactive effect was made). For purposes of this Section 3.01determinations, allocations and additional amounts, the term “Bank” includes any Fronting Bankbasis therefor and the calculations thereof, as promptly as practicable after it determines to request such compensation.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank the Agent from time to time on within ten days after demand therefor such amounts as such Bank or Fronting Bank the Agent may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank the Agent determines are attributable to its making or maintaining any Loan, Fixed Rate Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunderNote, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or any such obligations Loans (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank or the Agent under this Agreement or its Term Note in respect of any Taxes of such Loans (other than taxes imposed on the overall net income of such Bank or the Agent or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or the Agent (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Fixed Base Rate" in Section 1.01); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes its Term Note (or any of such extensions of credit or liabilities). Each Bank or the Agent will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank or the Agent (as the case may be) to compensation pursuant to this Section 4.01(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 4.01(a), or under Section 4.01(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 4.04. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 4.01, 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 which includes deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Fixed 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 Administrative the Agent), the obligation of such Bank to permit Elections ofrenew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations effect (and all Loans of Borrower under such type held by such Bank then outstanding shall be converted in accordance with Section 4.04). (c) Without limiting the effect of the foregoing provisions of this Section 4.01 (but without duplication), the Borrower shall survive pay directly to each Bank from time to time within ten days after request therefor such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the repayment of all amounts due under maintenance by it or in connection with any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the period prior Borrower if it is entitled to compensation pursuant to this Section 4.01(c) as promptly as practicable after it makes a determination to request such termination. compensation. (d) Determinations and allocations by a Bank for purposes of this Section 4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining its Loan or portions thereof Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan or portions thereofLoans, and of the additional amounts required to compensate such Bank under this SectionSection 4.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such determinations and allocations are made on a reasonable basis and are set forth in reasonable detail and provided to the Borrower together with the request for payment thereof. (e) Any Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of claiming any additional amount under this Section 3.014.01 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the need for, or reduce the amount of, any such additional amounts. (f) In the event that any Bank requests compensation pursuant to this Section 4.01, the term “Bank” includes any Fronting BankBorrower shall be entitled to require such Bank (on at least 30 days' prior written notice to such Bank and the Agent) to assign its rights and obligations under this Agreement (including the Loans owing to it) to a new lender obtained by the Borrower (provided that such lender is reasonably acceptable to the Agent), which assignment shall be effected in accordance with and subject to all the terms and conditions of Section 12.05.

Additional Costs. (a) The Borrower shall pay in Dollars directly to each Bank and Fronting Bank or the Administrative Agent, as the case may be, from time to time on demand such amounts as such Bank or Fronting Bank the Administrative Agent, as the case may be, may reasonably determine to be necessary to compensate it for any increased costs which that such Bank or Fronting Bank the Administrative Agent, as the case may be, reasonably determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Loans or its obligation to make or maintain any Loan, or its obligation Loans hereunder to Convert any Loan hereunderthe Borrower, or any reduction in any amount received or receivable by such Bank or Fronting Bank the Administrative Agent hereunder in respect of its Loan(s) any of such Loans or such obligations obligation to the Borrower (such increases in costs and reductions in amounts received or receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: that: (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodi) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than, in the case of any Bank for any period as to which the Borrower is required to pay any amount under paragraph (d) of this Section 5.01, the reserves 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, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definitions of “Eurocurrency Rate” in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitment of such Bank’s Loan Commitment Bank hereunder); or (3ii) 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) in the case of a Bank, imposes any other condition, cost or expense condition (other than Taxes) affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank 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 Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting BankCommitment.

Additional Costs. Borrower (a) Subject to SECTION 12.8, the Company shall pay directly to each Bank and Fronting Bank the Agent, on demand, for the account of such Bank, from time to time on demand such amounts as such Bank or Fronting any Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by such Bank which such Bank or Fronting Bank reasonably determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loan hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any such Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”"ADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (1) subject any Recipient subjects such Bank (or makes it apparent that such Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge or fee (collectively, "TAXES"), or any deduction or withholding for any Taxes (on or from the payment due under any Eurodollar Loan or other amounts due hereunder, other than income and franchise taxes of the jurisdiction (Aor any subdivision thereof) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, in which such Bank has an office or its deposits, reserves, other liabilities or capital attributable theretoApplicable Lending Office; or (2) (changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans, other than to changes which affect taxes measured by or imposed on the extent overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any reserve requirement is taken into account of such Loans by the jurisdiction (or any subdivision thereof) in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodwhich such Bank has an office or such Applicable Lending Office; or (3) imposes or modifies or increases or deems applicable any Statutory Reserves or any other reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement (including any such requirement imposed by the Board) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan)loans made by such Bank, or against any commitment of such Bank (including other funds, obligations or other property owned or held by such Bank’s Loan Commitment hereunder); or (34) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company through the Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this SECTION 6.1 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Company through the Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans of such Bank or take such other action as the Company may reasonably request if such designation or action is consistent with the internal policy of such Bank and legal and regulatory restrictions, can be undertaken at no additional cost, 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 (PROVIDED that such Bank shall have no obligation so to designate an Applicable Lending Office located in the United States of America). Each Bank will furnish the Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this SECTION 6.1, with each such statement to cover amounts accruing under this SECTION 6.1 with respect to a period beginning not earlier than 120 days from the date thereof and using any reasonable averaging and attribution methods. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSECTION 6.1, in the event that, by reason of any Regulatory Change, any Bank either (1) 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 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 (2) 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 Borrower the Company (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert make Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 SECTION 6.4 shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank for purposes of this Section SECTION 6.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs of maintaining its obligations to make Loans or rate of return of making or maintaining its Loan or portions thereof Eurodollar Loans or on amounts receivable by it in respect of its Loan or portions thereofEurodollar Loans, and of the additional amounts required to compensate such Bank under this Sectionin respect of any Additional Costs, shall be included in a calculation of such amounts given to Borrower and shall be conclusive conclusive, absent manifest error. Notwithstanding anything contained , and may be made using any reasonable averaging and attribution methods. (d) In the event any Bank shall seek compensation pursuant to this SECTION 6.1, the Company may give notice to such Bank (with copies to the Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Article III Agreement of such Bank. Each Bank requesting compensation pursuant to this SECTION 6.1 agrees to sell its Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement pursuant to SECTION 12.6 (without recourse, representation or warranty except as provided in SECTION 12.6) to any such Eligible Assignee for an amount equal to (x) the contrarysum of the outstanding unpaid principal of and accrued interest on such Loans, Borrower shall only be obligated to pay Note and Letter of Credit Advances, plus (y) in the case of the Issuer, Cover for the face amount of all undrawn Letter of Credit Liabilities plus (z) all other fees and amounts (including any amounts due compensation claimed by such Bank under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated SECTION 6.1) owing to compensate any such Bank under any such provision for any amounts attributable the Credit Documents, calculated, in each case, to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which such Commitment, Loans, Note, Letter of Credit Liabilities and interests are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Regulatory Change with Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such retroactive effect purchase, but shall continue to be entitled to the benefit of, and subject to any obligations incurred by it under, this Agreement and the other Credit Documents in respect of matters occurring during the time it was made). For purposes of a Bank under this Section 3.01, the term “Bank” includes any Fronting BankAgreement.