Common use of Additional Costs Clause in Contracts

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as may be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which are attributable to its 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 any reduction in any amount receivable by such Bank hereunder in respect of 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, (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) imposes or modifies any reserve, special deposit, compulsory 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, 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, the Loans or the Notes (or any of such extensions of credit or liabilities 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. 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.

Additional Costs. Borrower shall pay directly to each Bank and Issuing 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 reduction of the amount received or receivable by it which Fronting Bank determines are attributable to its making, Converting, Continuing making 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 any Loan 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) 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, compulsory loanliquidity, 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 BankBank (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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 Issuing Bank from time to time on demand such amounts as may be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which are attributable to its 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 any reduction in any amount receivable by such Bank hereunder in respect of 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, (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) imposes or modifies any reserve, special deposit, compulsory 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, 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, the Loans or the Notes (or any of such extensions of credit or liabilities 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. 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.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank or other Recipient from time to time on demand such amounts as such Bank or other Recipient may reasonably determine to be necessary to compensate it for any increased costs incurred by it which such Bank or reduction of the amount received or receivable by it which other Recipient determines are attributable to its making, Converting, Continuing making or maintaining any a Loan, or its obligation to make, Convert, Continue make or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of any Loan 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) 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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory loanliquidity, 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 BankBank (including any 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 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 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 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 (a) ▇▇. ▇▇▇▇▇▇ shall, on behalf of the Borrowers, pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate it for any increased material increase in costs incurred by it or reduction of the amount received or receivable by it which such Bank determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Fixed Rate Loans under this Agreement or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of Creditsuch Loans hereunder, or any material reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and U.S. federal withholding taxes imposed by FATCA, (C) Connection Income Taxestaxes 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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any of such Loans or any 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, the Loans or the Notes (or any of such extensions of credit or liabilities or the London interbank market). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurodollar or Money Market Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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 effecteffect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4). (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), ▇▇. ▇▇▇▇▇▇ shall, on behalf of the Borrowers, 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 material costs, other than taxes, 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 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 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 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 errorconclusive, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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) 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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory loanliquidity, 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 BankBank (including any LIBOR Loan or 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 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 Issuing Bank Bank, from time to time time, on demand of any such Bank, such amounts as such 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 Bank reasonably determines are attributable to its 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 make any Letter of CreditLoan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or any deposits referred to in the definitions of "LIBOR Loans"); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans or the Notes its Note (or any of such extensions of credit or liabilities or liabilities) and such Bank's obligations with respect thereto. Each Bank will notify the London interbank market)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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR LIBOR Loans or (2ii) 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 Base Rate make LIBOR Loans into, SOFR 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. Determinations and allocations by a Bank for purposes Without limiting the effect of the 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. The Borrower shall 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 this Section 4.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.

Additional Costs. Borrower (a) The Borrowers shall promptly pay directly to each Bank and Issuing Bank the Administrative Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Lender may determine to be necessary to compensate it for any increased costs incurred by such Lender which it or reduction of the amount received or receivable by it which determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Loan or its obligation to make, Convert, Continue or maintain a Loanmake any Loans, or its obligation to issue, maintain the issuance or participate maintenance by an Issuing Bank of or any other Lender's Participation in any Letter of CreditCredit issued hereunder, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement, the Notes or the Letters of Credit in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (other than any such reserve, deposit or any commitment requirement reflected in the Prime Rate, the Federal Funds Effective Rate, the Eurodollar Revolver Rate or 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 condition adversely affecting the Administrative Agent or expense (other than Taxes) affecting the Lenders under this Agreement, the Loans Notes or the Notes issuance or maintenance of, or any Lender's Participation in, the Letters of Credit (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank the Lender which includes deposits by reference to which SOFR 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 such Bank any Lender which includes loans based 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 SOFR a Lender's eurodollar deposit liabilities above a specified dollar amount percentage of its capital) or (2ii) 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 Continue, or to Convert convert Base Rate Loans into, SOFR 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 effecteffect and either Borrower shall, on the last day(s) of the 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 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 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 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 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 made on a reasonable basis taking into account such Lender's reasonable policies as to the allocation of capital, costs and other items. The Lender requesting such compensation shall furnish to the Borrowers and the Administrative Agent an explanation of the Regulatory Change and calculations, in a calculation reasonable detail, setting forth such Lender's determination of any such amounts given to Borrower and shall be conclusive absent manifest errorAdditional Costs.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it such Bank which such Bank determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Eurodollar Loans hereunder or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of Creditsuch Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters 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); (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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 any commitment of such Bank (including such Bank’s Loan Commitment hereunderany Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or commitments. Each Bank will notify the London interbank marketBorrower 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurodollar Loans or (2ii) 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 Base Rate Loans into, SOFR 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. 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 conclusive, provided that such determinations and allocations are made on a calculation of such amounts given to Borrower and shall be conclusive absent manifest errorreasonable basis.

Additional Costs. Borrower (a) The Company shall pay directly to the Administrative Agent for the account of each Bank and Issuing Bank Lender from time to time on demand such amounts as such Lender may determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it such Lender which such Lender determines are attributable to its making, Convertingmaintaining, Continuing converting or maintaining continuing of any Loan, Loans hereunder to the Company or any other Borrower or its obligation to make, Convert, Continue make any of such Loans hereunder to the Company or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Creditother Borrower, or any reduction in any amount receivable by such Bank hereunder Lender in respect of any Loan 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, (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 theretothereto (other than Indemnified Taxes covered by Section 5.08 and Excluded Taxes); or (2ii) imposes imposes, modifies or modifies deems applicable any reserve, special deposit, compulsory loan, 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 reserve requirement reflected in the Adjusted Term SOFR Rate) or Issuing Bank, or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement, the Loans or the Notes Agreement (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank Lender which includes deposits by reference to which SOFR 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 Bank Lender which includes loans based on SOFR Term Benchmark Loans or (2ii) 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 Base Rate make Term Benchmark Loans into, SOFR 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. 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, provided that such determinations and allocations are made on a reasonable basis. (d) If any Lender demands compensation under this Section, the Company may, at any time upon at least three (3) Business Days’ prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Term Benchmark Loans denominated in Dollars of such Lender (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. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as may be necessary to compensate it for (a) If any increased costs incurred by it or reduction of the amount received or receivable by it which are attributable to its 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 Change in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder in respect of 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 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, (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) imposes If Goldman determines that any Change in Law regarding capital requirements, has or modifies any reservewould have the effect of reducing the rate of return on ▇▇▇▇▇▇▇’▇ capital or on the capital of ▇▇▇▇▇▇▇’▇ holding company, special depositif any, compulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions as a consequence of credit or other assets of, or any deposits with or other liabilities of, 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, the Loans loans made by Goldman, or any 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 respect 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 such reduction suffered. (c) A certificate of Goldman setting forth the amount or amounts necessary to compensate Goldman or the Notes holding company of Goldman, as specified in subsections (or any of such extensions of credit or liabilities 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 (1a) 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 (2b) 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. 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. The Applicant shall pay to Goldman the 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 demand compensation pursuant to this Section shall not constitute a waiver of ▇▇▇▇▇▇▇’▇ right to demand such compensation; provided that the Applicant shall not be required to compensate Goldman pursuant to this Section for any increased costs incurred or reductions suffered unless Goldman gives notice to the Applicant to compensate Goldman pursuant to this Section within one hundred and eighty (180) days after the date that Goldman knows an event has occurred pursuant to which Goldman will seek such compensation. (e) Notwithstanding the foregoing provisions of this Section, Goldman shall not be entitled to compensation pursuant to this Section if it is not at the time the general policy or practice of Goldman to demand compensation in similar circumstances in similar credit agreements.

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 Issuing 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 may be necessary to compensate it for any increased costs incurred by it or reduction “Eurocurrency liabilities” in Regulation D of the amount received FRB, as amended and in effect from time to time)), special deposit, compulsory loan, insurance charge or receivable by it which are attributable to its makingsimilar requirement against assets of, Converting, Continuing deposits with or maintaining any Loanfor the account of, or its obligation to makeadvances, Convertloans or other credit extended or participated in by, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder in respect of 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:Lender; (1ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses 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) imposes or modifies impose on any reserve, special deposit, compulsory 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, 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, Agreement or the Loans or made by such Lender; and the Notes (or 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 maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase 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 cost to such Lender or measured by the excess above a specified level of such other Recipient or to reduce the amount of a category any sum received or receivable by such Lender or other Recipient hereunder (whether of deposits of principal, interest or any other liabilities amount) then, upon request 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 Lender 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)Recipient, the obligation of Borrower will pay to such Bank to permit Elections ofLender or other Recipient, to Continueas the case may be, such additional amount 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. 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 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 erroradditional costs incurred or reduction suffered.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank or other Recipient from time to time on demand such amounts as such Bank or other Recipient may reasonably determine to be necessary to compensate it for any increased costs incurred by it which such Bank or reduction of the amount received or receivable by it which other Recipient determines are attributable to its making, Converting, Continuing making or maintaining any a Loan, or its obligation to make, Convert, Continue make or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of any Loan 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) 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) imposes or, modifies or modifies deems applicable 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 emergency, special, supplemental or 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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, 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 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 3.03, 3.04 or 3.06 unless, the applicable Bank 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 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 180 days after the date on which the Regulatory Change with such retroactive effect was made).

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office or (Bii) Taxes a tax 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 theretoSection 10.13); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or 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 condition (other than Taxesunrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 or other liabilities of such Bank which includes deposits by reference to which SOFR 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 SOFR 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, SOFR 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.

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 Issuing Bank from time to time on demand such amounts as may be necessary so certified to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which are attributable to its 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 any reduction in any amount receivable by such Bank hereunder in respect of 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 any amounts with respect to (Ai) Indemnified Taxes, (Bii) Taxes taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Ciii) Connection Income Taxes). Notwithstanding anything herein to the contrary, (i) on its loansthe ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, loan principalrules, letters of creditregulations, commitmentsguidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or other obligations, or its deposits, reserves, other liabilities or directives concerning capital attributable thereto; or (2) imposes or modifies any reserve, special deposit, compulsory 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, or any commitment of such adequacy promulgated by the Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreementfor International Settlements, the Loans or the Notes Basel Committee on Banking Supervision (or any of such extensions of credit successor or liabilities or the London interbank market). 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 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 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. 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 to the contrary in this Section 2.6, Borrower shall not be required to compensate Bank pursuant to this Section 2.6 for any amounts incurred more than six (6) months prior to the date that Bank notifies Borrower of Bank's intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

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 Bank and Issuing Bank from time to time on demand such amounts as may be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which are attributable to its 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 any reduction in any amount receivable by such Bank hereunder within 10 days of such written demand an amount equal to such increase in cost; provided that in respect of any Loan or Loan, no such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”)compensation shall be payable to the extent that, in each case resulting from any Regulatory Change which: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 the interest rate then applicable to ABR Loans, changing as and when such rate shall change. (1ii) subject If any Recipient to Bank shall have determined that the adoption of any Taxes (other than (A) Indemnified Taxesapplicable law, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansrule, loan principal, letters of credit, commitments, regulation or other obligations, or its deposits, reserves, other liabilities or guideline regarding capital attributable thereto; or (2) imposes or modifies any reserve, special deposit, compulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets ofadequacy, or any deposits 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 other liabilities ofadministration thereof (including any such adoption or change made prior to 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 capital for any such Bank or any corporation controlling such Bank as a consequence of its obligations under this Agreement to a level below that which such Bank or 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 such addi tional amount or any commitment amounts as will compensate such Bank for such reduction, plus interest thereon commencing 10 days after receipt by the Company of such Bank written demand at a rate per annum (including based on a 360-day year, for the actual number of days involved) equal to the sum of 2% and the interest rate then applicable to ABR Loans, changing as and when such Bank’s Loan Commitment hereunder); or (3) imposes any other conditionrate shall change, cost or expense (other than Taxes) affecting this Agreement, from the Loans or the Notes (or any date of such extensions of credit or liabilities or the London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, demand 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 date of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. Determinations and allocations payment 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 errorCompany.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank or other Recipient from time to time on demand such amounts as such Bank or other Recipient may reasonably determine to be necessary to compensate it for any increased costs incurred by it which such Bank or reduction of the amount received or receivable by it which other Recipient determines are attributable to its making, Converting, Continuing making or maintaining any a Loan, or its obligation to make, Convert, Continue make or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of any Loan 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) 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) imposes or modifies any reserve, special deposit, compulsory loanliquidity, 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 BankBank (including pursuant to regulations issued from time to time 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 “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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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, 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 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 3.03, 3.04 or 3.06 unless, the applicable Bank 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 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 180 days after the date on which the Regulatory Change with such retroactive effect was made).

Additional Costs. Borrower (i) If after the date 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 Bank and Issuing Bank from time to time on demand such amounts as may be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which are attributable to its 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 any reduction in any amount receivable by such Bank hereunder within 10 days of such written demand an amount equal to such increase in cost; provided that in respect of any Loan or Loan, no such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”)compensation shall be payable to the extent that, in each case resulting from any Regulatory Change which: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 the interest rate then applicable to ABR Loans, changing as and when such rate shall change. (1ii) subject If any Recipient to Bank shall have determined that the adoption of any Taxes (other than (A) Indemnified Taxesapplicable law, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansrule, loan principal, letters of credit, commitments, regulation or other obligations, or its deposits, reserves, other liabilities or guideline regarding capital attributable thereto; or (2) imposes or modifies any reserve, special deposit, compulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets ofadequacy, or any deposits 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 other liabilities ofadministration thereof (including any such adoption or change made prior to the date hereof but not effective until after the date 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 capital for any such Bank or any corporation controlling such Bank as a consequence of its obligations under this Agreement to a level below that which such Bank or 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 such additional amount or any commitment amounts as will compensate such Bank for such reduction, plus interest thereon commencing 10 days after receipt by the Company of such Bank written demand at a rate per annum (including based on a 360-day year, for the actual number of days involved) equal to the sum of 2% and the interest rate then applicable to ABR Loans, changing as and when such Bank’s Loan Commitment hereunder); or (3) imposes any other conditionrate shall change, cost or expense (other than Taxes) affecting this Agreement, from the Loans or the Notes (or any date of such extensions of credit or liabilities or the London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, demand 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 date of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. Determinations and allocations payment 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 errorCompany.

Additional Costs. (a) Each Borrower shall (but without duplication of any other requirement in this Section 5) pay directly to each Bank and Issuing Bank from time to time on demand such amounts as may such Bank shall in good faith determine to be material and necessary to compensate it such Bank for any increased costs incurred by it or reduction of the amount received or receivable by it which that such Bank determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Fixed Rate Loans to such Borrower or its obligation to make, Convert, Continue or maintain a Loan, or its obligation make any Eurodollar Loans to issue, maintain or participate in any Letter of Creditsuch Borrower hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (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, 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 (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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 BankBank (including, without limitation, any of such Loans or any 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, the Loans Agreement or the its Notes (or any of such extensions of credit or liabilities liabilities) or the London interbank market)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 either (1) incurs Additional Costs based on or measured by requests compensation from any Borrower under this Section 5.01(a), 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 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 Base Rate Loans intoof any other Type into Eurodollar Loans, SOFR Loans shall 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 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 include efforts to book the 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 effectits 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 borrowers similarly situated and (iii) with respect to any Money Market Loans, if such Bank shall have obtained actual knowledge of the Regulatory Change giving rise to such request by the 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 relevant Borrower at or prior to such time. 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 conclusive, provided that such determinations and allocations are made in good faith on a calculation reasonable basis, including any reasonable averaging and attribution methods. (d) Without limiting the effect of the foregoing (but without duplication of any other requirement in this Section 5), if any Bank certifies to the 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 amounts given 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 be conclusive absent manifest errorpromptly notify the Company (through the Administrative Agent) if and when it ceases to maintain such reserves.

Additional Costs. Borrower shall pay directly to each Bank In addition to, and Issuing Bank from time to time on demand such amounts as may be necessary to compensate it for any increased costs incurred by it or reduction not in limitation of the amount received immediately preceding subsection, if any Regulatory Change shall: (i) impose, modify or receivable by it which are attributable 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 its making, Converting, Continuing any extensions of credit 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 Creditother 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 hereunder in respect of 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:Lender; or (1iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) imposes and the result of any of the 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, compulsory 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, 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, the Loans or the Notes (or of maintaining its obligation to make any of such extensions of credit Loan) or liabilities 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 to reduce the amount of a category any sum received or receivable by such Lender, or such other Recipient hereunder (whether of deposits of other liabilities of such Bank which includes deposits by reference to which SOFR is determined as provided in this Agreement principal, interest 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 Agentotherwise), then the obligation of Borrower will pay to such Bank to permit Elections ofLender or such other Recipient, to Continueas the case may be, such additional amount or to Convert Base Rate Loans intoamounts as will compensate such Lender or such other Recipient, SOFR Loans shall be suspended as the case may be, for such additional costs incurred or reduction suffered (such increases in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be costs and reductions in effect. 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 errorbeing herein called “Additional Costs”).

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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 (A) Indemnified Taxeschanges in the rate of general corporate, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income 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 by the jurisdiction in which such Bank has its principal office or capital attributable theretosuch Applicable Lending Office); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section E1.01), or any commitment of such Bank (including such Bank’s 's Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 SOFR 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, SOFR 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. 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.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office or (Bii) Taxes a tax 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 theretoSection 10.13); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or 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 '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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 SOFR 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, SOFR 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. 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.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office or (Bii) Taxes a tax 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 theretoSection 10.13); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or 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 '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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 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 one (1) year prior to such Bank's delivery of notice thereof to Borrower.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay directly to each Bank and Issuing Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Lender may determine to be necessary to compensate it such Lender for any increased costs incurred by such Lender that it or reduction of the amount received or receivable by it which determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Term SOFR Loans or its obligation to makemake any Term SOFR Loans hereunder, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement or any of the other Loan Documents in respect of any Loan of such Term SOFR Loans or such obligations obligation or the maintenance by such Lender of capital in respect of its Term SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change 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 or Excluded Taxes, (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​ (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (or its 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, Agreement or the Loans or the Notes (or any of made by such extensions of credit or liabilities or the London interbank market)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 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. 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.​

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, or its obligation to make, Convert, Continue make or maintain a any Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any its 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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory loanliquidity, 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 BankBank (including any LIBOR 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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).

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Issuing Bank the Bank, from time to time on time, within ten (10) Business Days of receipt by the Company of the written demand of the Bank such amounts as the Bank may reasonably determine to be necessary to compensate it for any increased additional costs actually incurred by the Bank which it or reduction of the amount received or receivable by it which reasonably determines are attributable to its 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 Creditmake the Revolving Credit Loans hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any Loan the Revolving Credit 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 any Taxes the Bank under this Agreement or the Revolving Credit Note in respect of the Revolving Credit Loan or obligations (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition Bank for any of Excluded Taxes and such obligations by the jurisdiction in which the Bank has its principal office or lending office); or (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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, or any commitment of such the Bank (including such Bank’s Loan Commitment hereunderthe Revolving Credit Loan); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes Revolving Credit Note (or any of such extensions of credit or liabilities or liabilities) and the London interbank market)Bank’s obligations with respect thereto. The Bank will give notice to the Company in writing of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 3.04(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. (b) Without limiting the effect of the foregoing provisions of this Section 3.04 (but without duplication), the first paragraph Company shall pay to the Bank, from time to time, on written request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it reasonably determines are attributable to the maintenance by it or any of this Section, in the event that, by reason its Subsidiaries pursuant to any law or regulation of any Regulatory Changejurisdiction or any interpretation, any Bank either directive or request (1) incurs Additional Costs based whether or not having the force of law and whether in effect on or measured by the excess above a specified level date 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 thereafter) of extensions any court or governmental or monetary authority, of credit capital in respect of the Revolving Credit Loan or other Obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such the Bank which includes loans based on SOFR or (2) becomes subject to restrictions on the amount of such a category of liabilities or assets level below that which it may holdcould have achieved but for such law, thenregulation, interpretation, directive or request). The Bank will notify the Company in writing, if it is entitled to compensation pursuant to this Section 3.04(b) as promptly as practicable after it determines to request such Bank so elects by notice to Borrower compensation. (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 applicablec) until such Regulatory Change ceases to be in effect. Determinations and allocations by a the Bank for purposes of this Section 3.04 of the effect of any Regulatory Change pursuant to subsection (a), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (b), on its costs or rate of return of making or maintaining its the Revolving Credit Loan or portions thereof its obligation to make the Revolving Credit Loan, or on amounts receivable by by, or the rate of return to, it in respect of its Loan or portions thereofthe Revolving Credit Loans, and of the additional amounts required to compensate such the Bank under this SectionSection 3.04, shall be included in a calculation of such amounts given to Borrower and shall be conclusive conclusive, absent manifest error, if such determination is made reasonably by the Bank and in good faith. (d) The Bank shall furnish to the Company a written explanation of the Regulatory Change and calculations, in reasonable detail, setting forth the Bank’s determination of any such Additional Costs pursuant to this Section 3.04. (e) The Company shall further pay to the Bank such amounts as may be required pursuant to the Revolving Credit Note.

Additional Costs. Borrower shall pay directly to each Bank and 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 reduction of the amount received or receivable by it which Fronting Bank determines are attributable to its making, Converting, Continuing making 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 any Loan 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) 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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Interest Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory loanliquidity, 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 BankBank (including any LIBOR Loan, LIBOR Daily Loan or LIBOR 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay directly to each Bank and Issuing Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Lender may determine to be necessary to compensate it such Lender for any increased costs incurred by such Lender that it or reduction of the amount received or receivable by it which determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Term SOFR Loans or its obligation to makemake any Term SOFR Loans hereunder, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement or any of the other Loan Documents in respect of any Loan of such Term SOFR Loans or such obligations obligation or the maintenance by such Lender of capital in respect of its Term SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change 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 or Excluded Taxes, (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​ (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (or its 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, Agreement or the Loans or the Notes (or any of made by such extensions of credit or liabilities or the London interbank market)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 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. 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.​

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Fixed Rate Loans under this Agreement or its Note or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of Creditsuch Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes its Note (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Fixed Rate Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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 effecteffect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.04). (c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority 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 Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by a Bank for purposes of this Section 3.01 of the effect of any Regulatory Change pursuant to subsections (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 conclusive, provided that such determinations and allocations are made on a reasonable basis, but in a calculation no event shall the Borrower be obligated to reimburse any costs incurred for periods earlier than six months prior to the delivery of such amounts given to Borrower and shall be conclusive absent manifest errorBank's written request for such costs.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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) 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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory loanliquidity, 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 BankBank (including any LIBOR Loan or 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 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 one (1) year prior to such Bank’s delivery of notice thereof to Borrower. 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 or the Issuing Bank Bank, as the case may be, from time to time on demand such amounts as such Bank or the Issuing Bank may determine to be necessary to compensate it for any increased reasonable costs incurred by it such Bank or reduction of the amount received Issuing Bank, as the case may be, which such Bank or receivable by it which the Issuing Bank determines are attributable to its making, Converting, Continuing making or maintaining of any LoanLoans or Letters of Credit, as the case may be, subject to Eurodollar Accounts hereunder or its obligation to make, Convert, Continue make any of such Loans or maintain a Loan, or its obligation to issue, maintain or participate in any Letter Letters of CreditCredit hereunder, or any reduction in any amount receivable by such Bank or the Issuing Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) franchise taxes and taxes imposed on the overall net income of such Bank or the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, 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); (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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 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, the Loans Agreement or the Revolving Notes (or the Letters of Credit or any of such extensions of credit or liabilities or commitments. Each Bank and the London interbank marketIssuing 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank or the Issuing Bank, as the case may be, which includes deposits by reference to which SOFR 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 based on SOFR Loans subject to Eurodollar Accounts or with respect to the Issuing Bank which includes Letters of Credit or (2ii) 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 of, make Loans subject to Continue, Eurodollar Accounts or to Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans intoAccounts into Eurodollar Accounts hereunder or the obligation of the Issuing Bank to issue Letters of Credit, SOFR Loans as the case may be, 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. 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, be conclusive, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. Borrower shall agrees to pay directly to each Bank all Additional Costs (hereinafter defined) within ten (10) days of receipt by Borrower from Bank of a statement setting forth the amount or amounts due and Issuing 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 may be necessary to Bank shall reasonably determine will compensate it Bank for any increased actual costs incurred by it Bank in maintaining LIBOR Rates on the LIBOR Balances or reduction any portion thereof as a result of any change, after the date of this Note, in applicable law, rule or regulation or in the interpretation or administration thereof by, or the compliance by Bank with any request or directive from, any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to Bank of the amount received LIBOR Balances or receivable by it which are attributable to its 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, interest on the LIBOR Balances or any reduction in portion thereof at an Adjusted LIBOR Rate or any amount receivable by such Bank hereunder in respect of any other fees or amounts payable under this Note or the 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 Agreement (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) taxes imposed on all or any portion of the definition overall net income of Excluded Taxes and (C) Connection Income Taxes) on its loansBank by any federal, loan principalstate, letters of credit, commitmentslocal or municipal governmental unit), or other obligationsimposing, modifying or its deposits, reserves, other liabilities or capital attributable thereto; or (2) imposes or modifies applying any reserve, special deposit, compulsory loan, 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 of, 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, the Loans or the Notes (or any of such extensions of credit or liabilities 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. 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.,

Additional Costs. Borrower (a) Subject to SECTION 12.8, the Company shall pay directly to each Bank and Issuing Bank the Agent, on demand, for the account of such Bank, from time to time on demand such amounts as any 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 such Bank which such Bank reasonably determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Eurodollar Loan hereunder or its obligation to make, Convert, Continue make or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Creditsuch Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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 (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) income and franchise taxes of the definition of Excluded Taxes and jurisdiction (Cor any subdivision thereof) Connection Income 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 changes which affect taxes measured by or imposed on the overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction (or any subdivision thereof) in which 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, compulsory loan, 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 or 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, the Loans or the Notes Agreement (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR 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 Base Rate make Eurodollar Loans into, SOFR 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. 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, 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 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 sum of the outstanding unpaid principal of and accrued and unpaid interest on such Loans and Note, plus (y) all other fees and amounts (including any compensation claimed by such Bank under this SECTION 6.1 and including a breakage charge as if such Bank had been prepaid the amount of all of its outstanding Eurodollar Loans) owing to such Bank under the Credit Documents, calculated, in each case, to 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 Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such 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 a Bank under this Agreement.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Loans under this Agreement or its Notes or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of Creditsuch Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes has its principal office or such Lending Office or any political subdivision thereof or therein and (Cy) Connection Income 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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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, Bank (including any 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, the Loans or the Notes (or any of such extensions of credit or liabilities or the London interbank market). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR LIBO Rate Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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 effecteffect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4). (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by it or any 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 the Loans and the termination of the Commitments, after it determines to request such compensation. (d) Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to subsections (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, provided that such determinations and allocations are made on a 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 Issuing Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Lender may 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 incurred by such Lender that it or reduction of the amount received or receivable by it which determines are attributable to its making, ConvertingContinuing, Continuing Converting into or maintaining of any Loan, Loans or its obligation to makemake any Loans hereunder, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement or any of the other Loan Documents in respect of any Loan of such Loans or such obligations obligation or the maintenance by such Lender of capital in respect of its Loans or 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) 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 , (2ii) imposes or modifies any reserve, special deposit, compulsory loan, special 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 BankLender (or its 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, the Loans or the Notes (or any Revolving Commitments of such extensions of credit Lender hereunder) or liabilities (iii) has or the London interbank market). Without limiting 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 either (1) incurs Additional Costs based return on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities capital of such Bank Lender to a level below that 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 Lender could have achieved but for such Regulatory Change ceases (taking into consideration such Lender’s policies with respect to be in effect. 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 errorcapital adequacy).

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it such Bank which such Bank determines are attributable to its making, Converting, Continuing the making or maintaining of any Loan, Eurodollar Loans hereunder or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of CreditEurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters 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); (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or commitments. Each Bank will notify the London interbank marketBorrower 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurodollar Loans or (2ii) 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 Base Rate Loans into, SOFR 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. 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 conclusive, provided that such determinations and allocations are made in good faith on a calculation of reasonable basis generally consistent with such amounts given to Borrower and shall be conclusive absent manifest errorBank's standard practices.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office or (Bii) Taxes a tax 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 theretoSection 10.13); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or 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 '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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 or other liabilities of such Bank which includes deposits by reference to which SOFR 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 SOFR 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, SOFR 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. 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.

Additional Costs. (a) The Borrower shall promptly pay directly to each Bank and Issuing Bank the Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which it or reduction of the amount received or receivable by it which determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Loan or its obligation to make, Convert, Continue or maintain a Loanmake any Loans, or its obligation to issue, maintain the issuance or participate maintenance by the Issuing Bank of or any other Lender's Participation in any Letter of CreditCredit issued or Swing Line Loan extended hereunder, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement or the Notes in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (other than any such reserve, deposit or requirement 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 condition, cost condition adversely affecting the Agent or expense (other than Taxes) affecting any Lender under this Agreement, the Loans 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 or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank the Lender which includes deposits by reference to which SOFR 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 such Bank any Lender which includes loans based on SOFR Eurodollar Rate Loans or Eurodollar Rate Segments or (2ii) 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 Continue, or to Convert convert Base Rate Loans or Base Rate Segments into, SOFR Eurodollar Rate Loans or 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 effecteffect and the Borrower shall, on the last day(s) of the 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 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 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 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 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. The Lender requesting such compensation shall furnish to the Authorized Representative and the Agent within one hundred eighty (180) days of the incurrence of any Additional Costs for which compensation is sought an explanation of the Regulatory Change and calculations, in reasonable detail, setting forth such Lender's determination of any such Additional Costs.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing Bank the Agent from time to time on within ten days after demand therefor such amounts as such Bank or the Agent may determine to be necessary to compensate it for any increased costs incurred by it which such Bank or reduction of the amount received or receivable by it which Agent determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Fixed Rate Loans under this Agreement or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of CreditNote, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan or 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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, Bank or the Agent (including any 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, the Loans Agreement or the Notes its Term Note (or any of such extensions of credit or liabilities liabilities). Each Bank or the London interbank marketAgent 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Fixed Rate Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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 effecteffect (and all Loans of 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 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 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 (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 4.01(c) as promptly as practicable after it makes a determination to request such 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 conclusive, 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 claiming any additional amount under this Section 4.01 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a calculation different Lending Office if the making of such amounts given 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 Borrower and shall be conclusive absent manifest errorentitled 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. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay directly to each Bank and Issuing Bank the Administrative Agent for the account of a Lender from time to time on demand such amounts as such Lender may determine to be necessary to compensate it such Lender for any increased costs incurred by such Lender that it or reduction of the amount received or receivable by it which determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Term SOFR Loans or its obligation to makemake any Term SOFR Loans hereunder, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement or any of the other Loan Documents in respect of any Loan of such Term SOFR Loans or such obligations obligation or the maintenance by such Lender of capital in respect of its Term SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change 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 or Excluded Taxes, (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​ (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (or its 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, Agreement or the Loans or the Notes (or any of made by such extensions of credit or liabilities 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. 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 errorLender.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 are attributable to its 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 CreditLoan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of 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, (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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR 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, the Loans or the Notes (or any of such extensions of credit or liabilities 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 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 SOFR 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, SOFR 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. 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.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office or (Bii) Taxes a tax 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 theretoSection 10.13); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or 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 condition (other than Taxesunrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 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 one (1) year prior to such Bank’s delivery of notice thereof to Borrower.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Fed Funds Rate Loans or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of CreditFed Funds Rate Loans hereunder, or any reduction in any amount received or receivable by such Bank hereunder in respect of any Loan 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, (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, commitmentsmodifies, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) imposes or modifies deems applicable any reserve, special deposit, compulsory 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, Bank 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, the Loans Agreement or the Notes its Note (or any of such extensions of credit or liabilities liabilities) or the London interbank market). 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 either (1) incurs Additional Costs based on or measured by the excess above a specified level reduction of the amount rate of a category of deposits of other liabilities return on assets or equity of such Bank or such Person (or any Lending Office) to a level below that which includes deposits by reference to which SOFR is determined as provided in such Bank or such Person (or any Lending Office), taking into account their policies concerning capital adequacy, could have achieved but for such Regulatory Change. (c) Each Bank will notify the Borrower of any event occurring after the date of 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 that will entitle such Bank to permit Elections ofcompensation under paragraph (a) or (b) of this Section 5.1 as promptly as practicable. Together with the delivery of such notice, the relevant Bank will furnish to Continue, the Borrower a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or to Convert Base Rate Loans into, SOFR Loans shall be suspended (in which case the provisions b) of this Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect5.1. 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 errorrebuttably presumptive evidence of the matters set forth in such certificates.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a LIBOR Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a LIBOR Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any its LIBOR Loan or LIBOR 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) changes the basis of taxation of any amounts payable to such Bank under this Agreement or the Notes in respect of any such LIBOR Loan or LIBOR Bid Rate Loan or otherwise subject any Recipient Bank to any Taxes (other than (Ai) changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office, (ii) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Other Taxes covered by Section 3.10 and (Ciii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoany Excluded Tax); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or LIBOR 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) condition affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 SOFR 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, SOFR 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. 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.

Additional Costs. (a) Borrower shall pay directly to each Bank and or the Issuing Bank Bank, as the case may be, from time to time on demand such amounts as such Bank or the Issuing Bank may reasonably determine to be necessary to compensate it for any increased reasonable costs incurred by it such Bank or reduction of the amount received Issuing Bank, as the case may be, which such Bank or receivable by it which the Issuing Bank reasonably determines are attributable to its making, Converting, Continuing making or maintaining of any LoanLoans or Letters of Credit, as the case may be, or its obligation to make, Convert, Continue make any of such Loans or maintain a Loan, or its obligation to issue, maintain or participate in any Letter Letters of CreditCredit hereunder, or any reduction in any amount receivable by such Bank or the Issuing Bank hereunder in respect of any Loan such Loans, such Letters of Credit or such obligations obligation (such CREDIT AGREEMENT, Page 30 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, (B) Taxes described in clauses (b) through (d) franchise taxes and taxes imposed on the overall net income of such Bank or the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, 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 any state or subdivision thereof or the jurisdiction in which such Bank or the Issuing Bank has its Principal Office or such Applicable Lending Office); (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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 of such Loans or any commitment deposits referred to in the definitions of such Bank (including such Bank’s Loan Commitment hereunder“Adjusted Eurodollar Rate” and “Statutory Reserve Rate” in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Revolving Notes (or the Letters of Credit or any of such extensions of credit or liabilities or commitments. Each Bank and the London interbank marketIssuing 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 4.13(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 4.13(a). If any Bank or the Issuing Bank requests compensation from Borrower under this Section 4.13(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 Eurodollar Loans or Continue Eurodollar Loans as Eurodollar Loans 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. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 4.13, in the event that, by reason of any Regulatory Change, any Bank or the Issuing Bank either (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank or the Issuing Bank, as the case may be, which includes deposits by reference to which SOFR the interest rate on the Eurodollar Loans 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 Eurodollar Loans or with respect to the Issuing Bank which includes Letters of Credit or (2ii) 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 Eurodollar Loans or Continue Eurodollar Loans as Eurodollar Loans or the obligation of the Issuing Bank to issue Letters of Credit, to Continueas the case may be, or to Convert Base Rate Loans into, SOFR 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 4.15 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. Determinations and allocations by a any Bank or the Issuing Bank for purposes of this Section 4.13 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 CREDIT AGREEMENT, Page 31 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, be conclusive, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, ConvertingContinuing, Continuing Converting to, or maintaining any a SOFR Loan, or its obligation to make, Convertmaintain, Continue or maintain Convert to a SOFR Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a SOFR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any its 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, (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 utilized when determining the Term SOFR for 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 BankBank (including any SOFR 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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. 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.to

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 reasonably determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Fixed Rate Loans under this Agreement or any of its Notes with respect to Fixed Rate Loans or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of Creditsuch Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or any deposits referred to in the definition of "Fixed Base Rate" in SECTION 1.01); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the any of such Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurodollar Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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 effecteffect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with SECTION 3.04). (c) Without limiting the effect of the foregoing provisions of this SECTION 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably 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 3.01(C) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by a Bank for purposes of this Section 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 conclusive, provided that such determinations and allocations are made on a calculation of such amounts given to Borrower and shall be conclusive absent manifest errorreasonable basis.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, ConvertingContinuing, Continuing Converting to, or maintaining any a SOFR Loan or making or maintaining a Bid Rate Loan, or its obligation to make, Convertmaintain, Continue or Convert to a SOFR Loan or make or maintain a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a SOFR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, (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 utilized when determining the Term SOFR for 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 BankBank (including any SOFR Loan or Bid 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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.this

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank or other Recipient from time to time on demand such amounts as such Bank or other Recipient may reasonably determine to be necessary to compensate it for any increased costs incurred by it which such Bank or reduction of the amount received or receivable by it which other Recipient determines are attributable to its making, Converting, Continuing making or maintaining any a Loan, or its obligation to make, Convert, Continue make or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of any Loan 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) 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) imposes imposes, modifies or modifies deems applicable 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, 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, 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 or the London interbank marketliabilities). 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 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 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 3.03 or 3.06 unless, the applicable Bank 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 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a 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 180 days after the date on which the 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. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, ConvertingContinuing, Continuing Converting to, or maintaining any a SOFR Loan or making or maintaining a Bid Rate Loan, or its obligation to make, Convertmaintain, Continue or Convert to a SOFR Loan or make or maintain a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a SOFR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, (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 utilized when determining the Adjusted Term SOFR for 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 BankBank (including any SOFR Loan or Bid 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 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 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 one (1) year prior to such Bank’s delivery of notice thereof to Borrower; provided that, if 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 thereof. 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 Issuing Bank the Agent, on demand, for the account of such Bank, from time to time on demand such amounts as any 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 such Bank which such Bank reasonably determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Eurodollar Loan hereunder or its obligation to make, Convert, Continue make or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Creditsuch Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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 (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) income and franchise taxes of the definition of Excluded Taxes and jurisdiction (Cor any subdivision thereof) Connection Income 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 changes which affect taxes measured by or imposed on the overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction (or any subdivision thereof) in which 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, compulsory loan, 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 or 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, the Loans or the Notes Agreement (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR 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 Base Rate make Eurodollar Loans into, SOFR 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. 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, 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 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 sum of the outstanding unpaid principal of and accrued interest on such Loans, 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 compensation claimed by such Bank under this SECTION 6.1) owing to such Bank under the Credit Documents, calculated, in each case, to 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 Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such 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 a Bank under this Agreement.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as may be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it which are attributable to its 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 any reduction in any amount receivable by such Bank hereunder in respect of 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, (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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or LIBOR 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, the Loans or the Notes (or any of such extensions of credit or liabilities 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 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 SOFR 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, SOFR 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. 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.

Additional Costs. (a) Borrower shall pay directly to each Bank and or the Issuing Bank Bank, as the case may be, from time to time on demand such amounts as such Bank or the Issuing Bank may determine to be necessary to compensate it for any increased reasonable costs incurred by it such Bank or reduction of the amount received Issuing Bank, as the case may be, which such Bank or receivable by it which the Issuing Bank determines are attributable to its making, Converting, Continuing making or maintaining of any LoanLoans or Letters of Credit, as the case may be, subject to Eurodollar Accounts hereunder or its obligation to make, Convert, Continue make any of such Loans or maintain a Loan, or its obligation to issue, maintain or participate in any Letter Letters of CreditCredit hereunder, or any reduction in any amount receivable by such Bank or the Issuing Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) franchise taxes and taxes imposed on the overall net income of such Bank or the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, 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); (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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 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, the Loans Agreement or the Revolving Notes (or the Letters of Credit or any of such extensions of credit or liabilities or commitments. Each Bank and the London interbank marketIssuing 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank or the Issuing Bank, as the case may be, which includes deposits by reference to which SOFR 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 based on SOFR Loans subject to Eurodollar Accounts or with respect to the Issuing Bank which includes Letters of Credit or (2ii) 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 of, make Loans subject to Continue, Eurodollar Accounts or to Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans intoAccounts into Eurodollar Accounts hereunder or the obligation of the Issuing Bank to issue Letters of Credit, SOFR Loans as the case may be, 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. 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, be conclusive, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, or its obligation to make, Convert, Continue make or maintain a any Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any its 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, compulsory loanliquidity, 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 BankBank (including any Term Benchmark 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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).

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 Issuing such Bank from time to time as specified by such Bank additional commitment fees which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on demand each such amounts as may be 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 for any increased costs incurred by it such Bank as a result of an imposition of or reduction of the amount received or receivable by it which are attributable to its 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 increase in any Letter of Credit, or any reduction in any amount receivable capital requirements submitted -58- by such Bank hereunder 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 Loan or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”)Loans including, in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes without limitation, Eurodollar Loans (other than (A) Indemnified Taxes, taxes imposed on the overall net income of such Bank for any such Loans by the United States or the jurisdiction in which such Bank has its principal office); or (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, impose or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) imposes or modifies modify any reserve, special deposit, compulsory loan, 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or any deposits referred to in the definition of "Eurodollar Rate" in Article I hereof); or or (3C) imposes impose any other condition, cost or expense (other than Taxes) conditions affecting this AgreementAgreement in respect of Loans, the including, without limitation, Eurodollar Loans or the Notes (or any of such extensions of credit credit, assets, deposits or liabilities 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 London interbank marketextent 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 either: (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurodollar Loans, or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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. effect (and all Loans of such type then outstanding shall be converted into Prime Rate Loans or into Eurodollar Loans of another duration, as the case may be, in accordance with Sections 2.7 and 2.19 hereof). (d) Determinations and allocations by a any 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.

Additional Costs. (a) The Borrower shall promptly pay directly to each Bank and Issuing Bank the Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which it or reduction of the amount received or receivable by it which determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Loan or its obligation to make, Convert, Continue or maintain a Loanmake any Loans, or its obligation to issue, maintain the issuance or participate maintenance by NationsBank of or any other Lender's Participation in any Letter of CreditCredit issued or Swing Line Loan extended hereunder, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement, the Notes or the Letters of Credit in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (other than any such reserve, deposit or any commitment requirement reflected in the Prime Rate, the Federal Funds Effective Rate or 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, the Loans or the Notes (or any of such extensions of credit or liabilities 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. 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.

Additional Costs. (a) The Borrower shall pay in Dollars directly to each Bank and Issuing Bank or the Administrative Agent, as the case may be, from time to time on demand such amounts as such Bank or the Administrative Agent, as the case may be, may reasonably determine to be necessary to compensate it for any increased costs incurred by it that such Bank or reduction of the amount received or receivable by it which Administrative Agent, as the case may be, reasonably determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Loans or its obligation to make, Convert, Continue or maintain a Loan, or its obligation make any Loans hereunder to issue, maintain or participate in any Letter of Creditthe Borrower, or any reduction in any amount received or receivable by such Bank or the Administrative Agent hereunder in respect of any Loan 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, (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 (2i) imposes or modifies any reserve, special deposit, compulsory loan, 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 BankBank (including, without limitation, any of such Loans or any 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, the Loans Agreement or the its Notes (or any of such extensions of credit or liabilities liabilities) 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. 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 errorCommitment.

Additional Costs. (a) The Borrower shall pay directly to each the Issuing Bank and Issuing 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 the Issuing Bank or such Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by it which the Issuing Bank or reduction of the amount received or receivable by it which such Bank reasonably determines are attributable to its making, Converting, Continuing 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 make, Convert, Continue under any such Loans or maintain a Loan, or its obligation to issue, maintain or participate in any Letter Letters of CreditCredit hereunder, or any reduction in any amount receivable by the Issuing Bank or such Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition Issuing Bank or such Bank or of Excluded Taxes and 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 (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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, the Issuing Bank or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or any deposits referred to in the definition of "LIBOR" in Section 1.1 hereof); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans or the Notes any Note (or any of such extensions of credit or liabilities 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 London interbank market). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR LIBOR Loans or (2ii) 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 Base Rate make LIBOR Loans into, SOFR 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 necessary to compensate the Issuing Bank or 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 force of law and whether in effecteffect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of the 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 Bank 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.

Additional Costs. Borrower (a) The Borrowers shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Eurocurrency Loans or Letters of Credit Usage under this Agreement or the Notes or 33 28 its obligation to make, Convert, Continue make any such Loans or maintain a Loan, or its obligation to issue, maintain issue or participate in any Letter Letters of CreditCredit hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or Letters of Credit Usage or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.1); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes or the Letters of Credit (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurocurrency Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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 effecteffect (and all Loans of 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 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 34 29 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 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 Borrower if it is entitled to compensation pursuant to this Section 4.1(c) as promptly as practicable after it determines to request such 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 conclusive, provided that such determinations and allocations are made on a calculation reasonable basis. Each Bank will notify the Borrower of such amounts given determinations, allocations and additional amounts, the basis therefor and the calculations thereof, as promptly as practicable after it determines to Borrower and shall be conclusive absent manifest errorrequest such compensation.

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 Issuing 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 hereafter made upon or otherwise issued to the Metal Supplier by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject the Metal Supplier to any tax (except for taxes on demand such amounts as may be necessary income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to compensate it the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or (b) materially change the basis of taxation (except for any increased costs incurred by it changes in taxes on income or reduction profits) of payments to the Metal Supplier of the amount received principal of or receivable by it 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 special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Supplier as they relate to this Agreement, or (d) impose on the Metal Supplier any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which are attributable any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part; (e) and the result of any of the foregoing is: (i) to its increase the cost to the Metal Supplier of making, Convertingfunding, Continuing issuing, renewing, extending 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 any reduction in any amount receivable by such Bank hereunder in respect of 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, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansFixed Rate Consignments or Fixed Rate Gold Loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2ii) imposes or modifies any reserveto reduce the amount of principal, special deposit, compulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit interest or other assets ofamount payable to the Metal Supplier hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or any deposits with or other liabilities of, such Bank, or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3iii) imposes to require the Metal Supplier to make any payment or to forego any interest or other conditionsum payable hereunder, cost or expense (other than Taxes) affecting this Agreement, the Loans or the Notes (or any of such extensions of credit or liabilities 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 which payment or foregone interest or other liabilities of such Bank which includes deposits sum is calculated 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 gross amount of such a category of liabilities any sum receivable or assets which it may holddeemed 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 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. 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 errorreduction, payment or foregone interest or other sum.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Eurocurrency Loan or Eurocurrency Loans under this Agreement or its Notes or its obligation to make, Convert, Continue make any such Loan or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of CreditLoans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunderLoans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.1); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the its Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurocurrency Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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, and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4. (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Company 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 for any costs which such Bank determines are attributable to the maintenance by it, 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 of governmental or monetary authority, of 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 Agent if such Bank is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after such Bank 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 conclusive, PROVIDED that such determinations and allocations are made on a calculation of such amounts given to Borrower and shall be conclusive absent manifest errorreasonable basis.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any its 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, (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 the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR 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) condition affecting this Agreement, the Loans or the Notes (or any of such extensions of credit or liabilities 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 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 SOFR 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, SOFR 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. 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.

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 Issuing 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 may be necessary to Bank shall reasonably determine will compensate it Bank for any increased actual costs incurred by it Bank in maintaining LIBOR Rates on the LIBOR Balances or reduction any portion thereof as a result of any change after the date of this Note in any applicable law, rule or regulation or in the interpretation or administration thereof by, or the compliance by Bank with any request or directive from any domestic or foreign court changing the basis of taxation of payments to Bank of the LIBOR Balances or interest on the LIBOR Balances or any portion thereof at an Adjusted LIBOR Rate or any other fees or amounts payable under this Note or the Loan Agreement (other than taxes imposed on all or any portion of the overall net income of Bank by the State of Texas or the Federal government), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Bank, or imposing on Bank, as the case may be, or on the London interbank market any other condition affecting this Note, the Loan Agreement or the LIBOR Balances so as to increase the cost of Bank making or maintaining Adjusted LIBOR Rates with respect to the LIBOR Balances or any portion thereof or to reduce the amount or any sum received or receivable by it which are attributable to its 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 any reduction in any amount receivable by such Bank hereunder in respect of 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, (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) imposes or modifies any reserve, special deposit, compulsory 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, 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, the Loans or the Notes (or any of such extensions of credit or liabilities 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. 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 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 errormaterial, but without duplication for Reserve Requirement.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, or its obligation to make, Convert, Continue make or maintain a any Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any its 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 any reserve requirement 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, compulsory loanliquidity, 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 BankBank (including any Term Benchmark 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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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).

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 Issuing 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 Lender or the Administrative Agent may determine to be necessary to compensate it the Administrative Agent or such Lender for any increased costs incurred by the Administrative Agent or such Lender that it or reduction of the amount received or receivable by it which determines are attributable to its makingmaking of, Convertingor maintaining, Continuing continuing or maintaining converting, any Loan, Loans or its obligation to make, Convertmaintain, Continue continue or maintain a Loanconvert any Loans hereunder, or its obligation to issue, maintain or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder Lender or the Administrative Agent under this Agreement or any of the other Loan Documents in respect of any Loan of such Loans or such obligations obligation or the maintenance by such Lender or the Administrative Agent of capital or liquidity in respect of its Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (or its 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, Agreement or the Loans made by such Lender or the Notes (or any of such extensions of credit or liabilities 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. 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.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such Bank may 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 determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Eurocurrency Loan or Eurocurrency Loans under this Agreement or its Notes or its obligation to make, Convert, Continue make any such Loan or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of CreditLoans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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, or any commitment of such Bank (including any of such Bank’s Loan Commitment hereunder)Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.1; or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the its Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR Eurocurrency Loans or (2ii) 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 Continue, or to Convert Base Rate convert Loans of any other type into, SOFR 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, and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4. (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Company 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 for any costs which such Bank determines are attributable to the maintenance by it, 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 of governmental or monetary authority, of 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 Agent if such Bank is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after such Bank 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 conclusive, provided that such determinations and allocations are made on a calculation of such amounts given to Borrower and shall be conclusive absent manifest errorreasonable basis.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing the Bank from time to time on demand such amounts as the Bank may determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it Bank which the Bank reasonably determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, Eurodollar Advances hereunder or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of Creditsuch Advances hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, 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); (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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 any commitment of such the Bank (including any of such Bank’s Loan Commitment hereunderAdvances or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or commitments. The Bank will notify the London interbank marketBorrower 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such the Bank which includes deposits by reference to which SOFR the interest rate on Eurodollar Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank which includes loans based on SOFR Eurodollar Advances or (2ii) 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 Base Rate Loans Advances into, SOFR Loans 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. 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 conclusive, provided that such determinations and allocations are made in good faith and on a calculation reasonable basis and without duplication of such amounts given to Borrower and shall be conclusive absent manifest errorthe Reserve Requirement.

Additional Costs. Borrower (a) Subject to SECTION 12.8, the Company shall pay directly to each Bank and Issuing Bank the Agent, on demand, for the account of such Bank, from time to time on demand such amounts as any 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 such Bank which such Bank reasonably determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Eurodollar Loan hereunder or its obligation to make, Convert, Continue make or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Creditsuch Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loan 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 (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) income and franchise taxes of the definition of Excluded Taxes and jurisdiction (Cor any subdivision thereof) Connection Income 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 changes which affect taxes measured by or imposed on the overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction (or any subdivision thereof) in which 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, compulsory loan, 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 or 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, the Loans or the Notes Agreement (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 of or other liabilities of such Bank which includes deposits by reference to which SOFR 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 loans based on SOFR 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 Base Rate make Eurodollar Loans into, SOFR 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. 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, 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 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 sum of the outstanding unpaid principal of and accrued and unpaid interest on such Loans, 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 compensation claimed by such Bank under this SECTION 6.1 and including a breakage charge as if such Bank had been prepaid the amount of all of its outstanding Eurodollar Loans) owing to such Bank under the Credit Documents, calculated, in each case, to 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 Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such 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 a Bank under this Agreement.

Additional Costs. (a) The Borrower shall promptly pay directly to each Bank and Issuing Bank the Agent for the account of a Lender from time to time on demand time, without duplication, such amounts as such Lender may determine to be necessary to compensate it for any increased costs incurred by such Lender which it or reduction of the amount received or receivable by it which determines are attributable to its making, Converting, Continuing making or maintaining any Loan, Loan or its obligation to make, Convert, Continue or maintain a Loanmake any Loans, or its obligation to issue, maintain the issuance or participate maintenance by NationsBank of or any other Lender's Participation in any Letter of CreditCredit issued hereunder, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement, the Notes or the Letters of Credit in respect of any Loan 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, (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 (2ii) imposes or modifies any reserve, special deposit, compulsory 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 BankLender (other than any such reserve, deposit or requirement 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 condition adversely affecting the Agent or expense (other than Taxes) affecting the Lenders under this Agreement, the Loans Notes or the Notes issuance or maintenance of, or any Lender's Participation in, the Letters of Credit (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 (1i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such Bank the Lender which includes deposits by reference to which SOFR 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 any Lender which includes loans based on SOFR Eurodollar Loans or (2ii) 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 Continue, or to Convert convert Base Rate Loans into, SOFR 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 effecteffect and the Borrower shall, on the last day(s) of the 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 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 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 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 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 Lender, as to Borrower the allocation of capital, costs and other items. The Lender requesting such compensation shall be conclusive absent manifest errorfurnish to the Authorized Representative and the Agent an explanation of the Regulatory Change and calculations, in reasonable detail, setting forth such Lender's determination of any such Additional Costs.

Additional Costs. Borrower shall pay directly to each Bank and Issuing Bank from time to time on demand such amounts as such 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 determines are attributable to its making, Converting, Continuing making or maintaining any a LIBOR Loan or a Bid Rate Loan, or its obligation to make, Convert, Continue make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of CreditConvert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any 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, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office or (Bii) Taxes a tax 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 theretoSection 10.13); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, compulsory 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 BankBank (including any LIBOR Loan or 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 '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, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or the London interbank marketliabilities). 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 or other liabilities of such Bank which includes deposits by reference to which SOFR 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 SOFR 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, SOFR 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.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Issuing the Bank from time to time on demand such amounts as the Bank may determine to be necessary to compensate it for any increased costs incurred by it or reduction of the amount received or receivable by it Bank which the Bank reasonably determines are attributable to its making, Converting, Continuing making or maintaining of any Loan, LIBOR Advances hereunder or its obligation to make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in make any Letter of Creditsuch Advances hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any Loan 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, (B) Taxes described in clauses (b) through (d) taxes imposed on the overall net income of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, 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 (2ii) imposes or modifies any reserve, special deposit, compulsory loan, 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 any commitment of such the Bank (including any of such Bank’s Loan Commitment hereunderAdvances or any deposits referred to in the definition of "Base LIBOR" in Section 1.1 hereof); or or ------------ (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement, the Loans Agreement or the Notes (or any of such extensions of credit or liabilities or commitments. The Bank will notify the London interbank marketBorrower 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 (1i) --- incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of or other liabilities of such the Bank which includes deposits by reference to which SOFR the interest rate on LIBOR Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank which includes loans based on SOFR LIBOR Advances or (2ii) 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 Base Rate Loans Advances into, SOFR Loans 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. 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 conclusive, provided that such determinations and allocations are made in good faith and on a calculation reasonable basis and without duplication of such amounts given to Borrower and shall be conclusive absent manifest errorthe LIBOR Reserve Percentage.