Common use of Additional Costs Clause in Contracts

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

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

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

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

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

Additional Costs. (a) Each Borrower shall (but without duplication of any other requirement in this Section 5) pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably shall in good faith determine to be material and necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation Fixed Rate Loans to issue, maintain or participate in any Letter of Credit, such Borrower or its obligation to make or maintain any Loan, or its obligation Eurodollar Loans to Convert any Loan such Borrower hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change whichthat: (1i) shall subject any Recipient Bank (or its Applicable Lending Office for any of such Loans) to any Taxes (other than (A) Indemnified Taxestax, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, duty or other obligations, charge in respect of such Loans or its deposits, reserves, other liabilities Notes or capital attributable theretochanges the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on or measured by the overall net income of such Bank or of such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the reserves referred to in Section 5.01(d) hereof) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of “Fixed Base Rate” in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitment of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities)) or its Commitment. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, If any Bank becomes subject to restrictions on requests compensation from any Borrower under this Section 5.01(a), the amount of such a category of liabilities or assets which it may holdCompany may, then, if such Bank so elects by notice to Borrower such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to permit Elections of, to Continuemake or Continue Eurodollar Loans, or to Convert Loans shall of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be suspended in effect (in which case the provisions of Section 3.04 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) until Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication of any other requirement in this Section 5), if any Bank determines that any Regulatory Change regarding capital requirements has or would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by such Banks to a level below that which such Bank or such Bank’s holding company could have achieved but for such Regulatory Change ceases (taking into consideration such Bank’s policies and the policies of such Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank’s holding company for any such reduction suffered. (c) Each Bank shall notify the Company of any event occurring after the date of this Agreement entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable; provided that if any Bank fails to give such notice after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be in effect. The obligations of Borrower entitled to payment under this Section 5.01 for costs incurred from and after the date 180 days prior to the date that such Bank does give such notice. Any Bank so notifying the Company shall, at the Company’s request, take such steps as may be available to it and acceptable to the Company to mitigate the effects of such event (which shall survive include efforts to book the repayment Loans held by such Bank at another lending office of such Bank); provided that such Bank shall be under no obligation to take any step that, in its good faith judgment, would result in its incurring any Additional Costs, additional U.S. Taxes or other additional costs in performing its obligations hereunder (unless the Company has agreed to reimburse it for the same) or would, in the good faith judgment of such Bank, be materially disadvantageous to such Bank or materially inconsistent with such Bank’s internal policies. Anything herein to the contrary notwithstanding, no Bank shall have the right to demand compensation for Additional Costs or reduced rate of return under paragraph (a) or (b) of this Section 5.01, (i) to the extent that such Bank determines in good faith that the interest rate or margin on the relevant Loans appropriately accounts for any Additional Costs, (ii) unless demand thereunder is made in accordance with a policy of such Bank being applied in good faith to all amounts due under or in connection borrowers similarly situated and (iii) with respect to any Money Market Loans, if such Bank shall have obtained actual knowledge of the Loan Documents and Regulatory Change giving rise to such request by the termination time of submission of such Bank’s Money Market Quote pursuant to which such Money Market Loans shall have been made, unless notice of such Bank’s entitlement to such compensation shall have been furnished to the Loan Commitments in respect of the period relevant Borrower at or prior to such terminationtime. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01 and computations made by such Bank to determine such amount. Determinations and allocations by a any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to the first or second paragraph (a) of this SectionSection 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of making maintaining Loans or maintaining its Loan or portions thereof obligation to make Loans, or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the amounts required to compensate such Bank under this SectionSection 5.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine determinations and allocations are made in good faith on a reasonable basis, including any reasonable averaging and attribution methods. (9d) months after Without limiting the date on which effect of the Regulatory Change with such retroactive effect was made). For purposes foregoing (but without duplication of any other requirement in this Section 3.015), if any Bank certifies to the term Company (through the Administrative Agent) that such Bank is maintaining reserves against “Eurocurrency liabilities” under Regulation D, then so long as such Bank is maintaining such reserves each Borrower shall pay to the Administrative Agent for account of such Bank” includes any Fronting Bank, on the last day of each Interest Period for each Fixed Rate Loan made by such Bank to such Borrower more than three Business Days after receipt by the Company of such certification, an additional amount equal to the product of the following for such Fixed Rate Loan for each day during such Interest Period: (i) the principal amount of such Fixed Rate Loan outstanding on such day; and (ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Fixed Rate Loan for such Interest Period as provided in this Agreement (less the Applicable Margin in the case of Syndicated Loans, and less (if positive) or plus (if negative) the LIBO Margin in the case of LIBOR Market Loans) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Bank on such day minus (y) such numerator; and (iii) 1/360. Any Bank that has certified to the Company that it is maintaining such reserves shall promptly notify the Company (through the Administrative Agent) if and when it ceases to maintain such reserves.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank (a) In the event that any future law or Fronting Bank may reasonably determine to be necessary to compensate it for regulation or guideline or interpretation thereof by any increased costs which such Bank court or Fronting Bank determines are attributable to its making administrative or maintaining any Loangovernmental authority charged with the administration thereof, or its obligation to issue, maintain compliance by any Lender with any request or participate in directive (whether or not having the force of law) of any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, such authority or any reduction Regulatory Change (including for the purposes of this Section 2.15, any law, rule, regulation or guidelines adopted at any time, whether or not such law, rule, regulation or guidelines was in effect on or prior to the Closing Date, pursuant to or arising out of the July 1988 Report of the Basle Committee on Bank Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standard") shall (i) change the basis of taxation of any amount receivable by amounts payable to such Bank Lender under this Agreement or Fronting Bank hereunder the Notes in respect of its Loan(s) or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: (1) subject any Recipient to any Taxes Loans (other than taxes imposed on the overall net income of such Lender for any such Loans by the United States or the jurisdiction in which such Lender has its principal office); or (Aii) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, impose or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies modify any reserve, special deposit, liquidity, deposit insurance Federal Deposit Insurance Corporation premium or assessment, minimum capital, capital ratio special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender; or (including any Term Benchmark Loan or RFR Loan), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3iii) imposes impose any other condition, cost or expense (other than Taxes) conditions affecting this Agreement or the Notes in respect of Loans (or any of such extensions of credit credit, assets, deposits or liabilities). Without limiting ; and the effect of the provisions of the first paragraph of this Section, in the event that, by reason result of any Regulatory Changeevent referred to in clause (i), (ii) or (iii) above shall be to increase such Lender's costs of making or maintaining any Bank becomes subject Loans or its Commitment, or to restrictions on the reduce any amount receivable by such Lender hereunder in respect of any Loans or its Commitment (such a category of liabilities or assets which it may holdincreases in costs and reductions in amounts receivable are hereinafter referred to as "Additional Costs"), then, if upon demand made by such Bank so elects Lender the Borrower shall pay to such Lender from time to time as specified by notice to Borrower (with a copy to Administrative Agent)such Lender, the obligation of such Bank to permit Elections of, to Continue, additional commitment fees or to Convert Loans other amounts which shall be suspended sufficient to compensate such Lender for such Additional Cost, together with interest on each such amount which is not paid when demanded by such Lender, payable at the Post-Default Rate. (in which case the provisions of Section 3.04 shall be applicableb) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with Determinations by any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank Lender for purposes of this Section 2.15 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 the Loans or on amounts receivable by it in respect of its Loan or portions thereofthe Loans, and of the additional amounts required to compensate such Bank under this SectionLender in respect of any Additional Costs, shall be included set forth in a writing delivered by the Agent or the affected Lender to the Borrower showing the calculation of such amounts given to Borrower thereof in reasonable detail and shall be conclusive conclusive, absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

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

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased reasonable costs incurred by such Bank which such Bank or Fronting Bank determines are directly attributable to its making or maintaining of any Loan, or its obligation Loans subject to issue, maintain or participate in any Letter of Credit, Eurodollar Accounts hereunder or its obligation to make or maintain any Loan, or its obligation to Convert any Loan of such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, franchise taxes and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, or other obligations, such Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Loans by the United States of America or capital attributable thereto; orthe jurisdiction in which such Bank has its Principal Office or such Applicable Lending Office); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reservereserve (other than the Reserve Requirement), special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Eurodollar Rate" in Section 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilitiesliabilities or commitments and which results in additional cost or expense to the Bank. Each Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 7.1(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. 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 7.1(a). If any Bank requests compensation from the Borrower under this subsection Section 7.1(a), the Borrower may, by notice to such Bank (with a copy to the 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 until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 7.4 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 7.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on the Loans subject to Eurodollar Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Loans subject to Eurodollar Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to the Borrower (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections of, make Loans subject to Continue, Eurodollar Accounts or to Continue Eurodollar Accounts as Eurodollar Accounts or Convert Loans Base Rate Accounts into Eurodollar Accounts hereunder 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 7.4 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank for purposes of this Section 7.1 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 thereofthe 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 shall, absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank reasonably determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any 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) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on or measured by the overall net income of such Bank or of its loans, loan principal, letters Applicable Lending Office for any of credit, commitments, such Loans by the jurisdiction in which such Bank has its principal office or other obligations, or its deposits, reserves, other liabilities or capital attributable theretosuch Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate or LIBO Rate, as the case may be, for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitments of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities)) or its Commitments. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, If any Bank becomes subject to restrictions on requests compensation from the amount of such a category of liabilities or assets which it may holdCompany under this Section 5.01(a), thenthe Company may, 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 shall into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be suspended in effect (in which case the provisions of Section 3.04 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. Credit Agreement (b) until Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it reasonably determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to complete therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change ceases or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord, of capital in effect. The obligations respect of Borrower its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (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, but in any event within 45 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section shall survive 5.01 for costs incurred from and after 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 date 45 days prior to the date that such terminationBank does give such notice and (ii) each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01. 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 paragraph (a) or second paragraph (b) Credit Agreement of this SectionSection 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of making maintaining Loans or maintaining its Loan or portions thereof obligation to make Loans, or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the amounts required to compensate such Bank under this SectionSection 5.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive 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 Bankconclusive.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Fixed Rate Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change whichthat: (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on or measured by the overall net income of such Bank or of its loans, loan principal, letters Applicable Lending Office for any of credit, commitments, such Loans by the jurisdiction in which such Bank has its principal office or other obligations, or its deposits, reserves, other liabilities or capital attributable theretosuch Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement utilized in the determination of the Fixed Base Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitment of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a). , the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Credit Agreement Bank thereafter to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) Without limiting the effect of the provisions of the first paragraph (a) of this SectionSection 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Bank so elects by notice to Borrower the Company (with a copy to the Administrative Agent), the obligation of such Bank to permit Elections of, to make or Continue, or to Convert Loans of any other Type into, Loans 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 5.04 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive Without limiting the repayment of all amounts due under or in connection with any effect of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes foregoing provisions of this Section of 5.01 (but without duplication), the effect of any Regulatory Change pursuant Company shall pay directly to the first or second paragraph of this Section, each Bank from time to time on its costs or rate of return of making or maintaining its Loan or portions thereof or on request such amounts receivable by it in respect of its Loan or portions thereof, and the amounts required as such Bank may reasonably determine to be necessary to compensate such Bank under this Section(or, shall be included in without duplication, the bank holding company of which such Bank is a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III subsidiary) for any costs that it determines are attributable to the contrarymaintenance by such Bank (or any Applicable Lending Office or such bank holding company), Borrower shall only pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be obligated unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to pay comply therewith would be unlawful) hereafter issued by any amounts due under this Section 3.01 government or under Section 3.06 ifgovernmental or supervisory authority implementing at the national level the Basle Accord (including, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unlesswithout limitation, the applicable Bank has certified that it is generally imposing a similar charge onFinal Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, or otherwise similarly enforcing its agreements withAppendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, 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 and the Final Risk-Based Capital Guidelines of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period Office of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which Comptroller of the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.Currency Credit Agreement

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Fixed Rate Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change whichthat: (1i) shall subject any Recipient Bank (or its lending office for any of such Loans) to any Taxes (other than (A) Indemnified Taxestax, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, duty or other obligations, charge in respect of such Loans or its deposits, reserves, other liabilities Notes or capital attributable theretochanges the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on the overall net income or gross receipts of such Bank or of such lending office by the jurisdiction in which such Bank has its principal office or such lending office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than, in the case of any Bank for any period as to which the Company is required to pay any amount under paragraph (d) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitment of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities)) or its Commitment. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, If any Bank becomes subject to restrictions on requests compensation from the amount of such a category of liabilities or assets which it may holdCompany under this Section 5.01(a), thenthe Company may, if such Bank so elects by notice to Borrower such Bank (with a 42 - 38 - copy to the Administrative Agent), suspend the obligation of such Bank thereafter to permit Elections of, make Eurodollar Loans until the Regulatory Change giving rise to Continue, or such request ceases to Convert Loans shall 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), the Company 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 (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any lending office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change ceases or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in effect. The obligations respect of Borrower its Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any lending office or such bank holding company) to a level below that which such Bank (or any lending office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 60 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section shall survive 5.01 for costs incurred from and after 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 date 60 days prior to the date that such terminationBank does give such notice and (ii) each Bank will designate a different lending office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank. Each Bank will furnish to the Company a certificate setting forth in reasonably specific detail the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by a any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to the first or second paragraph (a) of this SectionSection 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of making maintaining Loans or maintaining its Loan or portions thereof obligation to make Loans, or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the amounts required to compensate such Bank under this SectionSection 5.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such determinations and allocations are made on a reasonable basis. (d) Without limiting the effect of the foregoing, the Company shall pay to each Bank delivered notice thereof on the last day of each Interest Period so long as such Bank is maintaining reserves against "Eurocurrency liabilities" under Regulation D (or, unless the provisions of paragraph (b) above are applicable, so long as such Bank is, by reason of any Regulatory Change, maintaining reserves against any other category of liabilities that includes deposits by reference to Borrower no later than nine (9) months after the date on which the Regulatory Change with interest rate on Eurodollar Loans or LIBOR Market Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” Bank that includes any Fronting Bank.Eurodollar Loans or LIBOR Market Loans) an additional amount (reasonably determined by such Bank and notified to the Company through the Administrative Agent) equal to the product of the following for each Eurodollar Loan or LIBOR Market Loan for each day during such Interest Period: (i) the principal amount of such Eurodollar Loan or LIBOR Market 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 Eurodollar Loan or LIBOR Market Loan for such Interest Period as provided in this Agreement (less the Applicable Margin) 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. 44 - 40 -

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

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting 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 such Bank or Fronting the Bank may reasonably determine to be necessary to compensate it for any increased additional costs actually incurred by the Bank which such Bank or Fronting Bank it reasonably determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan the Revolving Credit Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting the Bank hereunder in respect of its Loan(s) 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, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement overall net income of the applicable Interest PeriodBank for any of such obligations by the jurisdiction in which the Bank has its principal office or lending office); or (ii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including any Term Benchmark Loan or RFR the Revolving Credit Loan), ; 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) condition affecting this Agreement or the Notes Revolving Credit Note (or any of such extensions of credit or liabilities)) and the 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 the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower Section 3.04 (with a copy to Administrative Agentbut without duplication), the obligation of Company shall pay to the Bank, from time to time, on written request such amounts as the Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases may reasonably determine to be in effect. The obligations of Borrower under this Section shall survive necessary to compensate the repayment of all amounts due under Bank for any costs which it reasonably determines are attributable to the maintenance by it or in connection with any of its Subsidiaries pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments this Agreement or thereafter) of any court or governmental or monetary authority, of capital in respect of the period prior 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 the Bank to a level below that which it could have achieved but for such terminationlaw, regulation, 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 compensation. (c) 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. Notwithstanding anything contained , if such determination is made reasonably by the Bank and in this Article III good faith. (d) The Bank shall furnish 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 Company 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 written explanation of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with and calculations, in reasonable detail, setting forth the Bank’s determination of any such retroactive effect was made). For purposes of Additional Costs pursuant to this Section 3.01, 3.04. (e) The Company shall further pay to the term “Bank” includes any Fronting BankBank such amounts as may be required pursuant to the Revolving Credit Note.

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

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

Additional Costs. (a) Borrower shall pay directly to each Bank and Fronting Bank or the Issuing Bank, as the case may be, from time to time on demand such amounts as such Bank or Fronting the Issuing Bank may reasonably determine to be necessary to compensate it for any increased reasonable costs incurred by such Bank or the Issuing Bank, as the case may be, which such Bank or Fronting the Issuing Bank reasonably determines are attributable to its making or maintaining of any Loan, Loans or its obligation to issue, maintain or participate in any Letter Letters of Credit, as the case may be, or its obligation to make any of such Loans or maintain any Loan, or its obligation to Convert any Loan Letters of Credit hereunder, or any reduction in any amount receivable by such Bank or Fronting the Issuing Bank hereunder in respect of its Loan(s) any such Loans, such Letters of Credit or such obligations obligation (such 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, franchise taxes and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters the overall net income of credit, commitments, such Bank or other obligations, the Issuing Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Loans or capital attributable thereto; orLetters of Credit by the United States of America or 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); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank or the Issuing Bank, as the case may be (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the 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 or the Revolving Notes (or the Letters of Credit or any of such extensions of credit or liabilitiesliabilities or commitments. Each Bank and the Issuing Bank, as applicable, will notify Borrower (with a copy to Agent) of any event occurring after the date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to compensation pursuant to this Section 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 (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank or the Issuing Bank, as the case may be, which includes deposits by reference to which the interest rate on the Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Loans or with respect to the Issuing Bank which includes Letters of Credit or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank or the Issuing Bank, as the case may be, so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections ofmake 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 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank or the Issuing Bank for purposes of this Section 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. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower shall (a) The Borrowers agree, jointly and severally, to pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs incurred by such Bank which such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, Loans subject to Libor Accounts or Letters of Credit hereunder or its obligation to issue, maintain make any of such Loans hereunder or issue or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or Letters of Credit 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: (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, franchise taxes and (B) Excluded Taxes) other taxes or charges imposed on its loans, loan principal, letters the overall income or profit of credit, commitments, or other obligations, such Bank or its deposits, reserves, other liabilities Applicable Lending Office for any of such Loans by the United States of America or capital attributable thereto; orthe jurisdiction in which such Bank has its Principal Office or such Applicable Lending Office); (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Libor Rate" in SECTION 1.1 hereof but excluding any Reserve Requirement already taken into account in calculating the Adjusted Libor Rate); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilitiesliabilities or commitments. Each Bank will notify Parent (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this SUBSECTION 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 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. Each Bank will furnish Parent with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this SUBSECTION 5.1(a). If any Bank requests compensation from the Borrowers under this SUBSECTION 5.1(a), Parent may, by notice to such Bank (with a copy to the Agent) suspend the obligation of such Bank to issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or Convert Base Rate Accounts into Libor Accounts 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 Libor Accounts). A Bank may only request compensation under this SUBSECTION 5.1(a) for Additional Costs which it incurred at any time after the date six (6) months prior to the date the Bank requests such compensation. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSECTION 5.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on the Loans subject to Libor Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Loans subject to Libor Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower Parent (with a copy to Administrative the Agent), the obligation of such Bank to permit Elections of, make Loans subject to Continue, Libor Accounts or to Continue Libor Accounts as Libor Accounts or Convert Loans Base Rate Accounts into Libor Accounts hereunder 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 SECTION 5.4 hereof shall be applicable). (c) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a any Bank for purposes of this Section 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 obligation to make Loans or rate issue or participate in Letters of return Credit or of making or maintaining its Loan Loans or portions thereof issuing or participating in Letters of Credit or on amounts receivable by it in respect of its Loan Loans or portions thereofLetters of Credit, 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 shall, absent manifest error. Notwithstanding anything contained in this Article III to , constitute prima facie evidence of 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 effectaccuracy thereof, provided that such determinations and allocations are made on a reasonable basis. Additionally, each Bank delivered notice thereof shall, upon request by Parent, take requested measures to Borrower no later than nine (9) months after mitigate the date on Additional Costs which the Regulatory Change with Borrowers are required to pay to any Bank if such retroactive effect was mademeasures can, in the sole and absolute opinion of such Bank be taken without such Bank suffering any economic, legal, regulatory or other disadvantage (provided, however, that no such Bank shall be required to designate a funding office that is not located in the United States of America). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower (a) The Company shall pay directly to the Agent for the account of each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or of its obligation to issue, maintain or participate in any Letter of Credit, Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, Loans hereunder or any reduction in any amount receivable by such Bank from the Company hereunder or Fronting Bank hereunder under the Notes in respect of its Loan(s) 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 the Agent or such Bank by the Company under this Agreement or any Taxes Note (other than taxes imposed on the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirements, or increases the rate of any such requirements, relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan of such Bank's Loans or RFR Loanany deposits referred to in the definition of "LIBOR' in Section 1.01 hereof), or any commitment of such Bank the Commitments or the Notes; or (including such Bank’s Loan Commitment hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities) or the Commitments. Notwithstanding the foregoing provisions of this Section 5.01(a), in no event may any Bank requesting payment of Additional Costs under this Section 5.01 (a) be entitled to payment of any Additional Costs to the extent that such Additional Costs arose with respect to periods prior to the date 18 months prior to the date of the first such request. Each Bank will designate a different Applicable Lending Office for its Loans if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the opinion of such Bank, be disadvantageous to such Bank in any material respect. Each Bank will furnish the Company (with a copy to the Agent) with a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section 5.01(a). (b) Without limiting the effect of the provisions of the first paragraph of this SectionSection 5.01(a) hereof (but without duplication), in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the amount of such a any category of liabilities or assets which (relating to any Loan held by it may holdor its funding), 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 Loans following provisions 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.apply:

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

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

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

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

Additional Costs. Borrower (a) The Borrowers shall pay directly to each Bank and Fronting the Bank from time to time on demand such amounts as such Bank or Fronting the Bank may reasonably determine to be necessary to compensate it for any increased costs which such the Bank or Fronting Bank reasonably determines are attributable to its the making or maintaining any Loan, Fixed Rate Loans under this Agreement or its obligation to issue, maintain the Notes or participate in any Letter of Credit, or its the obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting the Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change 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 Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement overall net income of the applicable Interest PeriodBank or of any Lending Office for any of such Loans by the jurisdiction in which the Principal Office, the principal office of Chase London or such Lending Office is located); or (ii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Fixed Base Rate" in Section 1.01); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). The Bank will notify the Borrowers of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determine to request such compensation. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 3.01, in the event that, by reason of any Regulatory Change, any the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Bank which includes deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such the Bank so elects by notice to Borrower (with a copy to Administrative Agent)the Borrowers, the obligation of such the Bank to permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations , and the Borrowers shall on the last day(s) of Borrower under the then current Interest Period(s) for the outstanding Loans of such type, either prepay such Loans or convert such Loans into another type of Loan in accordance with Section 2.05. (c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrowers shall survive pay to the repayment of all Bank from time to time on request such amounts due under 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 in connection with any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the period prior Bank to a level below that which it could have achieved but for such terminationlaw, regulation, interpretation, directive or request). The Bank will notify the Borrowers 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 the Bank for purposes of this Section 3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its the costs or rate of return of making or maintaining its Loan Loans or portions thereof the obligation to make Loans, or on amounts receivable by it by, or the rate of return to, the Bank in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such the Bank under this SectionSection 3.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

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

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

Additional Costs. Borrower (a) The Borrowers shall pay directly to each Bank and Fronting the Bank from time to time on demand such amounts as such Bank or Fronting the Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting the Bank determines are attributable to its making or maintaining any Loan, LIBOR Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, the Note or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Revolving Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting the Bank hereunder in respect of its Loan(s) any such Revolving 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 the Bank under this Agreement or the Note in respect of any Taxes of such Revolving Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement overall net income of the applicable Interest PeriodBank or of its Lending Office for any of such Revolving Loans by the jurisdiction in which the Principal Office or such Lending Office is located); or (ii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions exten sions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including any Term Benchmark Loan or RFR Loan), of such Revolving Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"LIBO Rate" in Section 1.1); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrowers of any event occurring after the date of this Agreement which will entitle the 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. (b) 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 the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such the Bank so elects by notice to Borrower (with a copy to Administrative Agent)the Borrowers, the obligation of such the Bank to permit Elections ofmake or renew, and to Continueconvert Revolving Loans of any other type into, or to Convert Revolving Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations , and the Borrowers shall on the last day(s) of Borrower under the then current Interest Period(s) for the outstanding Revolving Loans of such type, either prepay such Revolving Loans or convert such Revolving Loans into another type of Revolving Loan in accordance with Section 2.5. (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrowers shall survive pay to the repayment of all Bank from time to time on request such amounts due under as the Bank may determine to be necessary to compensate 16 15 the Bank for any costs which it determines are attributable to the maintenance by it or in connection with any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the Loan Documents force of law and whether in effect on the termination date of the Loan Commitments this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Revolving Loans hereunder or its obligation to make Revolving Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the period prior Bank to a level below that which it could have achieved but for such terminationlaw, regulation, interpretation, directive or request). The Bank will notify the Borrowers 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) Determinations and allocations by a the 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 Revolving Loans or its Loan or portions thereof obligation to make Revolving Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Revolving Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such the Bank under this SectionSection 3.1, shall be included in conclusive, provided that such determinations and allocations are made on a calculation reasonable basis; provided, however, that the Bank shall provide ninety days' notice of such any additional amounts given required to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to compensate the contrary, Borrower shall only be obligated to pay any amounts due Bank under this Section 3.01 or under Section 3.06 if3.1 (the "Adjustment"), and a the Borrowers may thereafter attempt to negotiate the amount of the Adjustment in good faith with the Bank within ninety days of the day on which the Borrowers are so notified. If the Borrowers and the Bank are unable to agree on the amount of the Adjustment within such ninety-day period, then the amount of the Adjustment shall be the amount set forth in the aforementioned notice from the Bank to the Borrowers. Whatever the final Adjustment may be, if the Bank shall not exercise still have any right under this Section 3.01 or Sections 3.02Revolving Loans outstanding to the Borrowers upon the expiration of such ninety-day period, 3.03, 3.04 or 3.06 unless, then the applicable Adjustment shall be effective retroactive to the date on which the Borrowers first received notice of the Adjustment. The 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 offer LIBO Rates with respect to Interest Periods commencing during the period following any such provision for any amounts attributable to any period which is more than nine (9) months notice and prior to such Bank’s delivery agreement by the Bank and the Borrowers as to the amount 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 BankAdjustment.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change whichthat: (1i) shall subject any Recipient Bank (or its Applicable Lending Office for any of such Loans) to any Taxes (other than (A) Indemnified Taxestax, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, duty or other obligations, charge in respect of such Loans or its deposits, reserves, other liabilities Notes or capital attributable theretochanges the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on the overall net income of such Bank or of such Applicable Lending Office by the jurisdiction in which such Applicable Lending Office or the Principal Office is located); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitment of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities) or the Commitment. If any Bank requests compensation from the Company under this Section 5.01(a). , the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) Without limiting the effect of the provisions of the first paragraph (a) of this SectionSection 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent)the Company, the obligation of such Bank to permit Elections of, to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder 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 effect and the Company shall, upon the request of Borrower under this Section shall survive the repayment of all amounts due under or in connection with such Bank, prepay any of such Loans then outstanding hereunder together with accrued interest thereon. (c) Without limiting the Loan Documents and the termination effect of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the effect maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change pursuant or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the first or second paragraph national level the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of this Sectionthe Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, on its costs or rate Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of return the Office of making or maintaining its Loan or portions thereof or on amounts receivable by it the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Loan Commitments or portions thereofLoans (such compensation to include, and without limitation, an amount equal to any reduction of the amounts required to compensate rate of return on assets or equity of such Bank under this Section, shall be included in (or any Applicable Lending Office or such bank holding company) to 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 level below 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 (9or any Applicable Lending Office or such bank holding company) months after the date on which the Regulatory Change with could have achieved but for such retroactive effect was madelaw, regulation, interpretation, directive or request). For purposes of this Section 3.015.01(c) and Section 5.05 hereof, "Basle Accord" shall mean the term “Bank” includes proposals for risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any Fronting Bankreplacement thereof.

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

Additional Costs. (a) The Borrower shall shalt pay directly to each Bank and Fronting the Bank from time to time on demand such amounts as such Bank or Fronting the Bank may reasonably determine to be necessary to compensate it the Bank for any increased costs which such Bank or Fronting Bank that it determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting the Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting in each case resulting whole or in part from any Regulatory Change whichthat: (1i) subject changes the basis of taxation of any Recipient amounts payable to the Bank under this Agreement in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) taxes imposed on or measured by the overall net income of the Bank or of its loans, loan principal, letters Applicable Lending office for any of credit, commitments, such Loans by the jurisdiction in which the Bank has its principal office or other obligations, or its deposits, reserves, other liabilities or capital attributable theretosuch Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "London Interbank Rate" in Section 1.01 hereof), or any commitment of such the Bank (including such Bank’s Loan the Commitment hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). ) or the Commitment. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower Section 5.01 (with a copy to Administrative Agentbut without duplication), the obligation Borrower shall pay directly to the Bank from time to time on request such amounts as the Bank may determine to be necessary to compensate the Bank for any costs that it determines are attributable to the maintenance by the Bank (or any Applicable Lending Office), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of such Bank law and whether or not the failure to permit Elections of, to Continue, comply therewith would be unlawful) of any court or to Convert Loans shall be suspended governmental or monetary authority (in which case the provisions of Section 3.04 shall be applicablei) until such following any Regulatory Change ceases or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be in effect. The obligations unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, 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 capital in respect of the period prior Commitment or Loans (such compensation to such termination. Determinations and allocations by a Bank for purposes of this Section include an amount equal to any reduction of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return on assets or equity of making the Bank (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 any Applicable Lending Office) 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 level below 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 Bank (or any Applicable Lending Office) could have achieved but for such retroactive effect was madelaw, regulation, interpretation, directive or request). For purposes of this Section 3.015.01(b), "Basle Accord" shall mean the term “Bank” includes proposals for risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any Fronting Bankreplacement thereof.

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

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

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

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

Additional Costs. Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any a LIBOR Loan or a LIBOR Bid Rate Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any a LIBOR Loan or a LIBOR Bid Rate Loan, or its obligation to Convert any a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its LIBOR Loan or 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, Taxes and Other Taxes covered by Section 3.10 and (Biii) any Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoTax); or (2) (other than to the extent any reserve requirement the LIBOR Reserve Requirement is taken into account in determining the Adjusted Term SOFR LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark LIBOR Loan or RFR LoanLIBOR Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (3) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bank.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loans or its obligation to make or maintain any Loan, or its obligation to Convert any Loan Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change whichthat: (1i) shall subject any Recipient Bank (or its Applicable Lending Office for any of such Loans) to any Taxes (other than (A) Indemnified Taxestax, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, duty or other obligations, charge in respect of such Loans or its deposits, reserves, other liabilities Notes or capital attributable theretochanges the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on the overall net income of such Bank or of such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitments of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities)) or its Commitments. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, If any Bank becomes subject to restrictions on requests compensation from the amount of such a category of liabilities or assets which it may holdCompany under this Section 5.01(a), thenthe Company may, 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 shall into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be suspended in effect (in which case the provisions of Section 3.04 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) until Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change ceases or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in effect. The obligations respect of Borrower its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section shall survive 5.01 for costs incurred from and after 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 date 45 days prior to the date that such terminationBank does give such notice and (ii) each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by a any Bank for purposes of this this Section 5.01 of the effect of any Regulatory Change pursuant to the first or second paragraph (a) of this SectionSection 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of making maintaining Loans or maintaining its Loan or portions thereof obligation to make Loans, or on amounts receivable by it in respect of its Loan or portions thereofLoans, and of the amounts required to compensate such Bank under this SectionSection 5.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effectconclusive, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any (i) changes the basis of taxation of any increased costs amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on the overall net income of such Bank or its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank or Fronting Bank determines are attributable to has its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) Principal Office or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”Applicable Lending Office), in each case resulting from any Regulatory Change which:; (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio ratio, or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definition of such Bank (including such Bank’s Loan Commitment hereunder"Libor Rate" in SECTION 1.1 hereof); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such commitments. Each Bank so elects by notice to will notify the Borrower (with a copy to Administrative the Agent) of any event occurring after the date of this Agreement which will entitle such Bank 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 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. 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 SUBSECTION 6.1(a). If any Bank requests compensation from the Borrower under this SUBSECTION 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Agent) suspend the obligation of such Bank to permit Elections of, to Continue, issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or Convert Loans shall Base Rate Accounts into Libor Accounts until the Regulatory Change giving rise to such request ceases to be suspended in effect (in which case the provisions of Section 3.04 SECTION 6.4 hereof shall be applicable) until applicable with respect to such Regulatory Change ceases to be in effectLibor Accounts). The obligations of Borrower A Bank may only request compensation under this Section shall survive SUBSECTION 6.1(a) (i) for Additional Cost incurred at any time after 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 date which is more than nine six (96) months prior to the date the Bank requests such Bank’s delivery compensation and at any time after it has notified the Borrower it will request compensation under this SUBSECTION 6.1(a) and (ii) only if the Bank requests similar compensation from other borrowers 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 who have agreed to Borrower no later than nine (9provisions similar to this SECTION 6.1(a) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes and whose borrowings or letters of this Section 3.01, the term “Bank” includes any Fronting Bankcredit are otherwise subject to similar increases in costs or reductions in amounts received.

Additional Costs. The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it such Bank for any increased costs which that such Bank or Fronting Bank determines are attributable to its agreeing to make, making or maintaining of any LoanEurodollar Loans, LC Loans 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 hereunderBA Loans, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) or any of 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 whichthat: (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 Taxes, and (B) Excluded Taxes) taxes imposed on or measured by the overall net income of such Bank or of its loans, loan principal, letters Applicable Lending Office for any of credit, commitments, such Loans by the jurisdiction in which such Bank has its principal office or other obligations, or its deposits, reserves, other liabilities or capital attributable theretosuch Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements after the date hereof relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including including, without limitation, any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "LIBO Rate" in Section 1.01 hereof), or any commitment of such Bank (including including, without limitation, the Commitment of such Bank’s Loan Commitment Bank hereunder); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities)) or its Commitment. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, If any Bank becomes subject to restrictions on requests compensation from the amount of such a category of liabilities or assets which it may holdBorrower under this Section 5.01(a), thenthe Borrower may, 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, make or Continue Loans of the Type with respect to Continuewhich such compensation is requested, or to Convert Loans shall of any other Type into Loans of such Type, 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) 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 suspension shall not affect the right of such Bank delivered notice thereof to Borrower no later than nine (9) months after receive 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 Bankcompensation so requested.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting any Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of CreditEurodollar Rate Loans, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any of such Loans or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: : (1) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodi) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirements, to the extent not included within the definition of “Reserve Requirement” in Section 1.01 hereof, relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of “LIBOR Rate” in Section 1.01 hereof), or any commitment commitments of such Bank Bank; or (including such Bank’s Loan Commitment hereunder); or (3ii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities) or its Commitment (other than with respect to taxes (including any Taxes or Other Taxes), Section 5 hereof being the sole remedy of such Bank with respect thereto). Such Bank will notify the Company and the Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.01(a) as promptly as practicable after it obtains knowledge thereof and shall determine as promptly as practicable after delivery of such notice whether it will determine to request such compensation, and such Bank will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or, if unavoidable, 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 to so designate an Applicable Lending Office located in the United States. Each Bank will furnish the Company (with a copy to the Agent) with a certificate setting forth the basis and amount of each request by such Bank for compensation under this Section 6.01(a). (b) Without limiting the effect of the provisions of the first paragraph of this SectionSection 6.01(a) hereof, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent)the Agent and the Company, the obligation of such Bank to permit Elections of, to Continue, or to Convert make additional Loans of such Type hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. (c) Without limiting the effect of the foregoing provisions of this Section 6.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by such Bank or any of its affiliates, as a result of a Regulatory Change, of capital in respect of its maintaining Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank to a level below that which such Bank could have achieved but for such law, regulation, interpretation, directive or request). The obligations Each Bank will notify the Company that it is entitled to compensation pursuant to this Section 6.01(c) as promptly as practicable after it obtains knowledge thereof and shall determine as promptly as practicable after delivery of Borrower such notice whether it will determine to request such compensation, and such Bank will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or, if unavoidable, 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 to so designate an Applicable Lending Office located in the United States. Each Bank will furnish the Company (with a copy to the Agent) with a certificate setting forth the basis and amount of each request by such Bank for compensation 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. 6.01(c). (d) Determinations and allocations by a any Bank 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 or rate of return of making or maintaining Loans or maintaining its Loan or portions thereof obligations to make Loans or on amounts receivable by it in respect of its Loan Loans or portions thereofsuch obligations, 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 on a reasonable basis. (e) If any Bank requests compensation for Additional Costs from the Company under Section 6.01(a) hereof, the Company may either (i) prepay in a calculation full all Eurodollar Rate Loans of all Banks then outstanding, together with interest accrued thereon, in accordance with Section 4.02 hereof, or (ii) Convert all Eurodollar Rate Loans of all Banks in accordance with Section 3.03 hereof, and in each case the Company shall also pay such Additional Costs to such Bank in accordance with this Section 6.01 on the date of such amounts given prepayment or Conversion, as the case may be. (f) Failure or delay on the part of any Bank to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III demand compensation pursuant 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 constitute a waiver of such Bank’s right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, to demand such compensation; provided that the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower Company shall not be obligated required to compensate any a Bank under any such provision pursuant to this Section for any amounts attributable to any period which is increased costs or reductions incurred more than nine (9) months 270 days prior to the date that such Bank notifies the Company of the Regulatory Change giving rise to such increased costs or reductions and of such Bank’s delivery of notice thereof intention to Borrower (except that claim compensation therefor; provided further that, if a the Regulatory Change giving rise to such increased costs or reductions is retroactive, then such the 270-day period referred to above shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bankthereof.

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

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

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

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

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank the Agent on behalf of any Bank, from time to time on time, within two days of the demand of any such Bank, such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank reasonably determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Note or any Taxes Letter of Credit or any Documentary Banker's Acceptance in respect of any of such Loans or obligations (other than taxes imposed on the overall net income or franchise of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment deposits referred to in the definitions of such Bank (including such Bank’s Loan Commitment hereunder"LIBOR Loans" or "Letters of Credit" or "Documentary Banker's Acceptances" in Section 1.1); or or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement Agreement, or the Notes its Note (or any of such extensions of credit or liabilities)) or any Letter of Credit or any Documentary Banker's Acceptance and such Bank's obligations with respect thereto. Without limiting Each Bank will notify the effect Agent, and the Agent shall notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 4.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall set forth the basis of the provisions calculation of such additional compensation. The determination by any Bank of such amount, if done in good faith on the first paragraph basis of this Sectionany reasonable method, shall, in the event that, by reason absence of any Regulatory Changedemonstrable error, any Bank becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Bankconclusive.

Additional Costs. (a) The Borrower shall pay directly to each Bank and Fronting Bank from time to time on demand such amounts as such Bank or Fronting Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, Loans under this Agreement or its obligation to issue, maintain or participate in any Letter of Credit, Notes or its obligation to make or maintain any Loan, or its obligation to Convert any Loan such Loans hereunder, or any reduction in any amount receivable by such Bank or Fronting Bank hereunder in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), in each case resulting from any Regulatory Change which: : (1i) subject changes the basis of taxation of any Recipient amounts payable to such Bank under this Agreement or its Notes in respect of any Taxes of such Loans (other than (Ax) Indemnified Taxesfranchise taxes and taxes imposed on the overall income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank is organized, has its principal office or such Lending Office or any political subdivision thereof or therein and (By) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, withholding taxes imposed by the United States); or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), of such Loans or any commitment of deposits referred to in (a) the Borrower may, by notice to such Bank (including with a copy to the Administrative Agent), require that such Bank’s Loan Commitment hereunder); or's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.4. (3b) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 3.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBO Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBO Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Bank to permit Elections ofmake or renew, and to Continueconvert Loans of any other type into, or to Convert Loans of such type hereunder shall be suspended (in which case until the provisions of Section 3.04 shall be applicable) until date such Regulatory Change ceases to be in effect. The obligations effect (and all Loans of Borrower under such type held by such Bank then outstanding shall be converted in accordance with Section 3.4). (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrower shall survive pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.1 as promptly as practicable, or within 90 days after the repayment of all amounts due under or in connection with any of the Loan Documents Loans and the termination of the Loan Commitments in respect of the period prior Commitments, after it determines to request such termination. compensation. (d) Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the first or second paragraph effect of this Sectioncapital maintained pursuant to subsection (c), on its costs or rate of return of making or maintaining Loans or its Loan or portions thereof obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of its Loan Loans or portions thereofsuch obligation, and of the additional amounts required to compensate such Bank under this SectionSection 3.1, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

Additional Costs. Borrower (a) The Company shall pay directly to each Bank and Fronting Bank Lender from time to time on demand such amounts as such Bank or Fronting Bank Lender may reasonably determine to be necessary to compensate it such Lender for any increased costs which that such Bank or Fronting Bank Lender determines are attributable to its making or maintaining of any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, Eurodollar Loans 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 Lender in respect of its Loan(s) any such Loans or such obligations obligation (such increases in costs and reductions in amounts receivable being herein called “collectively, "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 its Notes in respect of any Taxes of such Loans (other than (A) Indemnified Taxes, and (B) Excluded Taxes) changes in the rate of taxation imposed on or measured by the overall net income of such 47 Lender or of its loans, loan principal, letters Applicable Lending Office for any of credit, commitments, such Loans by the jurisdiction in which such Lender has its principal office or other obligations, or its deposits, reserves, other liabilities or capital attributable theretosuch Applicable Lending Office); or (2) (other than to the extent any reserve requirement is taken into account in determining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Periodii) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including any Term Benchmark Loan of such Loans or RFR Loanany deposits referred to in the definition of "Eurodollar Rate" in section 1.01), or any commitment of such Bank Lender (including the Commitments of such Bank’s Loan Commitment hereunderLender); or (3iii) imposes any other condition, cost or expense (other than Taxes) condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities) or its Commitments. If any Lender requests compensation from the Company under this Section 5.01(a). , the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or to Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of the first paragraph of this SectionSection 5.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs (or would incur) Additional Costs as a result of its exceeding a specified level of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or of a category of extensions of credit or other assets of such Lender that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that 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 make or Continue, or to Convert Loans of any other Type into, Loans of such Type shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 3.04 5.04 shall be applicable). (c) until Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on demand such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any Governmental Rule (i) following 48 any Regulatory Change ceases or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply would be unlawful) issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord (including the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk- Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in effect. The obligations respect of Borrower its Commitments or Loans (such compensation to include an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such Governmental Rule. (d) Each Lender shall notify the Company of any event occurring after the date of this Agreement entitling such Lender to compensation under paragraph (a) or (c) of this Section 5.01 as promptly as practicable, but in any event within 180 days, after such Lender obtains actual knowledge of such event; provided that if any Lender fails to give such notice within 180 days after it obtains actual knowledge of such event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section shall survive 5.01 for costs incurred from and after 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 date 180 days prior to the date that such terminationLender does give such notice. Each Lender will furnish to the Company a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (c) of this Section 5.01. Determinations and allocations by a Bank any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to the first paragraph (a) or second paragraph (b) of this SectionSection 5.01, or of the effect of capital maintained pursuant to paragraph (c) 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 Lender under this SectionSection 5.01, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the contrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank has certified that it is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date determinations and allocations are made on which the Regulatory Change with such retroactive effect was made). For purposes of this Section 3.01, the term “Bank” includes any Fronting Banka reasonable basis.

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