Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orAdjusted LIBOR) or any L/C Issuer; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing or maintaining any Euro-Dollar Advance (Loan or of maintaining its obligation to make any such AdvanceLoan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Bank (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (iior its Lending Office) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender Bank (or the London interbank market its Lending Office) any other condition, cost condition affecting its Term SOFR Loans or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; its obligation to make Term SOFR Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)Term SOFR Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder Bank (whether of principalor its Lending Office) under this Agreement with respect thereto, interest or any other amount) by an amount deemed by such Bank to be material, then, upon request of within 15 days after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower will Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines Bank shall have determined that any a Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Bank (or its Parent) as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, Bank’s obligations hereunder to a level below that which such Lender Bank (or such Lender’s holding company its Parent) could have achieved but for such Change in Law (taking into consideration Law, by an amount deemed by such Lender’s policies and the policies of such Lender’s holding company with respect Bank to capital adequacy)be material, then from time to time time, within 15 days after demand by such Bank (with a copy to the Borrower will Administrative Agent), the Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank (or its Parent) for such Lender’s holding company for reduction. (c) If after the date of this Agreement, a Change in Law shall subject any Bank to any Taxes (other than Taxes imposed on or with respect to any payment made by or on account of the Company hereunder or under any Loan, Other Taxes and Taxes described in clauses (i) through (v) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations hereunder, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), then the Company will pay to such Bank such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on Each Bank will promptly notify the part Company and the Administrative Agent of any Lender event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to demand compensation pursuant to this Section shall not constitute and will designate a waiver different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender’s right Bank, be otherwise disadvantageous to demand such compensationBank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, provided that such Bank may use any reasonable averaging and attribution methods. Notwithstanding the Borrower foregoing subsections of this Section 8.03, the Company shall not only be required obligated to compensate a Lender pursuant to this Section any Bank for any increased costs incurred amount (x) if such Bank is generally seeking similar compensation from its other similarly situated borrowers and (y) arising or reductions suffered accruing during (i) any time or period commencing not more than nine months 90 days prior to the date on which such Bank notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such statute, regulation or other such basis, such Bank did not know that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs amount would arise or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)accrue.

Increased Cost and Reduced Return. (a) If on or after the date hereof, a hereof any Change in Law shall:Law (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended or participated in by, any Lender (except any reserve requirement reflected in the or its applicable Euro-Dollar Reserve PercentageLending Office); or; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender (or the London interbank market its applicable Lending Office) any other condition, cost or expense (other than taxes) affecting this Agreement its Term SOFR Loans, its Notes or Euro-Dollar Advances by such its obligation to make Term SOFR Loans; or (iii) shall subject any Lender or participation thereinAgent to any taxes (other than (A) Taxes, (B) taxes described in (i), (ii), (iii) or (iv) of the exclusions from Taxes and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Lender (or its applicable Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance Term SOFR Loan (or or, in the case of maintaining its obligation a Change in Law with respect to make taxes, any such Advance), Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its applicable Lending Office) under this Agreement or under its Notes with respect thereto, interest or any other amount) by an amount deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that shall have determined that, after the date hereof, any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital liquidity of such Lender (or its Parent) as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, obligations hereunder to a level below that which such Lender (or such Lender’s holding company its Parent) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such Lender’s holding company for any such reduction sufferedreduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of a any Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding companyLender, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered incurred more than nine months 180 days prior to the date that such Lender Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including any such requirement imposed by the Japanese Central Bank), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (iior its Lending Office) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender (or its Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the Effective Date affecting this Agreement such Lender’s Yen LIBOR Loans, its Note, or Euro-Dollar Advances by such Lender or participation therein; its obligation to make Yen LIBOR Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)Yen LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its Lending Office) under this Agreement or under its Note with respect to such Yen LIBOR Loans, interest or any other amount) by an amount deemed by such Lender to be material, then, upon request subject to the provisions of Section 8.4 (which shall be controlling with respect to matters covered thereby), within 15 days after demand by such LenderLender (with a copy to Administrative Agent), the each Borrower will shall pay to such Lender such additional amount or amounts attributable to the Yen LIBOR Loans made to such Borrower (based upon a reasonable allocation thereof by such Lender to the Yen LIBOR Loans made by such Lender hereunder) as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedto the extent such Lender generally imposes such additional amounts on other borrowers of such Lender in similar circumstances. (b) If any Lender determines shall have reasonably determined that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on capital of such Lender’s capital Lender (or on the capital its Lender Parent) as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, obligations hereunder to a level below that which such Lender (or such Lender’s holding company its Lender Parent) could have achieved but for such Change in Law (taking into consideration by an amount reasonably deemed by such Lender’s policies and the policies of such Lender’s holding company with respect Lender to capital adequacy)be material, then from time to time the time, within 15 days after demand by such Lender (with a copy to Administrative Agent), each Borrower will shall pay to such Lender such additional amount or amounts attributable to the Yen LIBOR Loans made to such Borrower as will compensate such Lender (or such Lender’s holding company its Lender Parent) for any such reduction sufferedto the extent such Lender generally imposes such additional amounts on other borrowers of such Lender in similar circumstances. (c) Each Lender will promptly notify Prologis and Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall fail to notify Prologis of any such event within 90 days following the end of the month during which such event occurred, then the applicable Borrower’s and Guarantor’s liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to, but excluding, the date upon which such Lender actually notified Prologis of the occurrence of such event. A certificate of a any Lender claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent manifest in the absence of demonstrable error. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of If at any time, any Lender to demand compensation shall be owed amounts pursuant to this Section 8.3, Prologis shall not constitute have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a waiver bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Commitments of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions together with interest and of all other amounts due thereon, upon which event, such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above Commitment shall be extended deemed to include the period of retroactive effect thereofbe canceled pursuant to Section 2.9(d).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, a in the case of any Committed Loan or any obligation to make Syndicated Loans or issue or participate in any Swingline Loan or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan (in each case described in clauses (x) and (y) and subject to clause (e) below, the “Applicable Date”), any Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (iior its Applicable Lending Office) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other conditioncondition affecting its Fixed Rate Loans, cost its Note or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; its obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its Applicable Lending Office) under this Agreement or under its Note with respect thereto, interest or any other amount) by an amount deemed by such Lender to be material, then, upon request within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower to pay, such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction (other than any increased cost or reduction attributable to any tax, which shall be governed exclusively by Section 8.03(b) or Section 8.04, as applicable). (b) If (x) any Lender shall have determined that, after the Applicable Date, any Change in Law (other than with respect to taxes, but including as to capital adequacy and liquidity requirements) has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material or (y) any Lender or the Administrative Agent shall have determined, after the Applicable Date, any Change in Law has or would have the effect of subjecting any Lender or the Administrative Agent to any taxes (other than (A) Taxes for which any Obligor is required to indemnify the Lender or Administrative Agent pursuant to Section 8.04(b) or Section 8.04(d), or would be required to indemnify the Lender or Administrative Agent but is not so required because an exclusion in Section 8.04(b)(ii), 8.04(b)(iv) or 8.04(d)(ii) applies, (B) taxes excluded from the definition of “Taxes” by reason of any of clauses (a) through (d) of such definition, (C) Other Taxes and Assignment Taxes excluded from the definition of “Other Taxes,” (D) Taxes and Other Taxes that any Obligor is not required to indemnify the Lender for pursuant to Section 8.04(h) and (E) amounts for which any Obligor is required to pay the Lender or Administrative Agent pursuant to Section 8.04(m)(ii) or (iii)) with respect to its Loans, Commitments or other obligations with respect to this Agreement, or its deposits, reserves, other liabilities or capital attributable thereto, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the applicable Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such additional costs incurred reduction or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction sufferedtaxes. (c) Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the Applicable Date, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of a any Lender claiming compensation under this Section shall be delivered to the Company and the Administrative Agent setting forth the additional amount or amounts necessary to compensate such Lender or its holding companybe paid to it hereunder which certificate, as accompanied by a computation thereof in reasonable detail, shall be conclusive in the case may beabsence of manifest error. Notwithstanding Section 8.03(a), as specified in paragraph (a) or (b) of this Section and delivered to the applicable Borrower shall be conclusive absent manifest error. The Borrower shall pay obligated to compensate any Lender only for any amount arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Lender notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such statute, regulation or other such basis, such Lender did not know that such amount shown as due on any such certificate within 10 days after receipt thereofwould arise or accrue. (d) Failure Section 8.03 does not apply to the extent any increased cost is attributable to the willful breach by the relevant Lender or delay on the part any of its Affiliates of any law or regulation. (e) With respect to any increased cost to any Lender of making or maintaining any Loan to a Subsidiary Borrower, or any reduction in the amount of any sum received or receivable by any Lender (or its Applicable Lending Office) by an amount deemed by such Lender to demand be material, by reason of the fact that a Subsidiary Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States, the Applicable Date for purposes of this Section 8.03 shall be deemed to be the date such Subsidiary becomes a Subsidiary Borrower hereunder. (f) Notwithstanding the foregoing, a Lender shall not be entitled to compensation pursuant to this Section 8.03 unless it shall not constitute have delivered a waiver of notice in writing to the Company certifying that it is generally charging or generally will charge such Lender’s right costs in similar circumstances to demand similarly situated customers (as determined by such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant in good faith) under comparable credit facilities having provisions similar to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)8.03.

Increased Cost and Reduced Return. If any Affected Entity shall be charged any fee, expense or increased cost on account of a Regulatory Change: (i) that subjects any Affected Entity to any Tax, duty or other charge or withholding on or with respect to any Funding Agreement or an Affected Entity’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Affected Entity of any amounts payable under any Funding Agreement (except for (a) If after changes in the date hereofrate of Tax on the overall revenues or net income of an Affected Entity and (b) Excluded Taxes) or (ii) that imposes, a Change in Law shall: (i) impose, modify modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender by an Affected Entity pursuant to any tax of any kind whatsoever with respect to this a Funding Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market that imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and condition the result of any of the foregoing which is to increase the cost to such Lender an Affected Entity of making, continuing, converting toperforming its obligations under a Funding Agreement, or maintaining any Euro-Dollar Advance (or to reduce the rate of maintaining return on an Affected Entity’s capital as a consequence of its obligation to make any such Advance)obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether an Affected Entity under a Funding Agreement or to require any payment calculated by reference to the amount of principalinterests or loans held or interest received by it, interest or any other amount) then, upon request of such Lenderdemand by the applicable Co-Agent, the Borrower will shall pay to such Lender Co-Agent, for the benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or such amounts as will to otherwise compensate such Lender Affected Entity for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender increased cost or such Lender’s holding companyreduction. Each Affected Entity will promptly notify the applicable Co-Agent, if anyand such Co-Agent will promptly thereafter notify Borrower, regarding capital requirements or liquidity requirements of any event of which it has or would have knowledge, occurring after the effect of reducing date such Affected Entity first became entitled to the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence benefits of this AgreementSection, the Revolver Commitments of which will entitle such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, Affected Entity to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute and will, if possible, designate a waiver different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender’s right Affected Entity, be otherwise materially disadvantageous to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to Affected Entity. A certificate of any Affected Entity claiming compensation under this Section for any increased costs incurred and setting forth the additional amount or reductions suffered more than nine months prior amounts to be paid to it hereunder and showing in reasonable detail the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above calculation thereof shall be extended conclusive in the absence of manifest error. In determining such amount, such Affected Entity may use any reasonable averaging and attribution methods previously disclosed in writing to include the period of retroactive effect thereof)Borrower.

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e2.08(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in of Law shallor compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall subject any Lender (or its Lending Office) to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or shall change the basis of taxation of payments to any Lender (or its Lending Office) in respect thereof (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lenderits Lending Office); or (iii) shall impose on any Lender (or its Lending Office) or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its Lending Office) under this Agreement or under its Notes with respect thereto, interest or any other amount) by an amount deemed by such Lender, in its reasonable discretion, to be material, then, upon request of demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such additional costs incurred or increased cost or reduction suffered. (b) If any Lender determines shall have determined that after the date hereof the adoption of any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any lending office of such change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Lender (or such Lender’s holding company, if any, its Lending Office) with any request or directive regarding capital requirements adequacy (whether or liquidity requirements not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, its obligations hereunder to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by such Lender, in its reasonable discretion, to be material, then from time to time time, upon demand by such Lender, the Borrower will shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender or for such Lender’s holding company for any such reduction sufferedreduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of a any Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law event giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law event giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shallLaw: (i) shall impose, modify modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, insurance charge or similar requirement against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentageor its Applicable Lending Office); or, including each Commitment of such Lender hereunder; (ii) subject shall impose on any Lender to (or its Applicable Lending Office) or on the applicable offshore interbank market any tax of any kind whatsoever with respect to other condition (other than Taxes) affecting this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, Note or any change in the rate of, any Excluded Tax payable Loans made by such Lender); or; (iii) impose on shall subject any Lender (or its Applicable Lending Office) to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes, (C) reserve, special deposit, assessment compulsory loan, insurance charge or similar requirements, the London interbank market any other conditioncompensation for which is governed solely by Section 3.01(a)(i) or (D) capital adequacy or liquidity requirements, cost the compensation for which is governed solely by Section 3.01(b)) on its loans, participations or expense affecting this Agreement commitments, or Euro-Dollar Advances by such Lender on its assets, deposits, reserves, liabilities or participation thereincapital, in each case, attributable thereto; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, continuingconverting into, converting to, continuing or maintaining any Euro-Dollar Advance Loan (or of maintaining its obligation Commitment to make any such Advance), Loans) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or its Applicable Lending Office) under this Agreement or any other amount) thenNote with respect to any Loan, upon request of such Lender, then the Borrower will Company shall pay to such Lender within 15 days of demand such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. If any Lender requests compensation under this paragraph (a), the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender 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 event or condition giving rise to such request ceases to be in effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If any Lender determines shall have determined that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or its Lender Parent as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, ▇▇▇▇▇▇’s obligations hereunder to a level below that which such Lender or such Lender’s holding company its Lender Parent could have achieved but for such Change in Law (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time within 15 days after demand by such Lender (with a copy to the Borrower will Administrative Agent) the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or its Lender Parent for such Lender’s holding company for any such reduction sufferedreduction. (c) A certificate Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 3.01 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.01 shall furnish to the Company and the Administrative Agent a statement setting forth the additional amount or amounts necessary to compensate such Lender or its holding companybe paid to it hereunder and the calculation thereof in reasonable detail, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower which shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower Company shall not be required under any obligation to compensate a any Lender pursuant under paragraph (a) or (b) above with respect to this Section for any increased costs incurred or reductions suffered more than nine months reduction in return on capital with respect to any period prior to the date that is three months prior to such request if such Lender notifies the Borrower knew or could reasonably have been expected to be aware of the Change in Law circumstances giving rise to such increased costs or reductions in return on capital and of the fact that such Lender’s intention to circumstances would in fact result in a claim for increased compensation therefor (except that, if the Change in Law giving rise to by reason of such increased costs or reductions is retroactivein capital; provided further that the foregoing limitation shall not apply to any increased costs or reductions in return on capital arising out of the retroactive application of any Change in Law as aforesaid within such three month period. (e) Notwithstanding the foregoing provisions of this Section, then the nine-month period no Lender shall be entitled to request compensation under this Section for any costs referred to in paragraph (a)(iii) above or any costs imposed on such Lender under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or Basel III unless it shall be extended the general policy or practice of such Lender to include seek compensation under comparable credit facilities the period of retroactive effect thereof)documents for which contain provisions comparable to this Section 3.01.

Increased Cost and Reduced Return. (a) If the adoption after the date hereof of any applicable law, rule or regulation, or accounting principle, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority or Accounting Authority charged with the interpretation or administration thereof, or compliance by any Conduit Funding Source, the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority or Accounting Authority (a) subjects any Funding Party to any charge or withholding on or in connection with a Change Funding Agreement or this Agreement (collectively, the “Funding Documents”) or any Receivable, (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in Law shall: the rate of Tax on the overall net income of such Funding Party), (ic) imposeimposes, modify modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender of the Funding Parties, (except any reserve requirement reflected in d) has the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax effect of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in reducing the rate ofof return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, any Excluded Tax payable by change or compliance (taking into consideration such Lender); or Funding Party’s policies concerning capital adequacy) or (iiie) impose on any Lender or the London interbank market imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Advance)interest acquired under any Funding Document, or (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender hereunder (whether reference to the amount of principalinterests held or amounts received by it hereunder, interest or any other amount) then, upon request of such Lenderdemand by the Agent, the Borrower will Seller shall pay to such Lender the Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such Lender Purchaser (or, in the case of the Conduit, will enable the Conduit to compensate any Conduit Funding Source) for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e2.08(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If on or after the date hereof, a in the case of any Loan or any obligation to make Loans, any Change in Law shall:Law (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentageor its Applicable Lending Office); or; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense (other than taxes) affecting this Agreement or its Euro-Dollar Advances by such Loans, its Notes or its obligation to make Euro-Dollar Loans; or (iii) shall subject any Lender or participation thereinAgent to any taxes (other than (A) Taxes, (B) taxes described in (i), (ii), (iii) or (iv) of the exclusions from Taxes and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance Loan (or or, in the case of maintaining its obligation a Change in Law with respect to make taxes, any such Advance), Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, interest or any other amount) by an amount deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that shall have determined that, after the date hereof, any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital liquidity of such Lender (or its Parent) as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, obligations hereunder to a level below that which such Lender (or such Lender’s holding company its Parent) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such Lender’s holding company for any such reduction sufferedreduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of a any Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding companyLender, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation, ; provided that the no Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered incurred more than nine months 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor (except therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change in Law shall: (i) imposethe adoption of any applicable law, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account ofrule, or credit extended regulation, or participated in byany change therein, or any Lender (except any reserve requirement reflected change in the applicable Euro-Dollar Reserve Percentage); or interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Holder with any request or directive (iiwhether or not having the force of law) of any such authority, central bank, or comparable agency shall subject any Lender Holder to any tax of any kind whatsoever tax, duty or other charge with respect to this Agreement or any Euro-Dollar Advances made by itthe Loan, or shall change the basis of taxation of payments to such Lender Holder of the principal of or interest on the Loan or any other amounts due under the Notes or in respect thereof of the Loan or its obligation to make the Loan (except for Indemnified Taxes or Other Taxes covered by Section 2.12(echanges in the rate of tax on the overall net income of the Holder) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender Holder of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)the Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalHolder under this Note with respect thereto, interest or any other amount) by an amount reasonably deemed by Holder to be material, then, upon request of such Lenderwithin fifteen days after demand by Holder, the Borrower will shall pay to such Lender Holder such additional amount or amounts as will compensate such Lender Holder for such additional costs incurred increased cost or reduction sufferedreduction. (b) If Holder will promptly notify Borrower of any Lender determines that any Change in Law affecting such Lender or any lending office event of such Lender or such Lender’s holding companywhich it has knowledge, if anyoccurring after the date hereof, regarding capital requirements or liquidity requirements has or would have which will entitle Holder to compensation pursuant to this Section. A certificate of Holder claiming compensation under this Section, setting forth the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company to be paid to it hereunder and evidence reasonably substantiating Holder's claim for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower compensation shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such Lender the amount shown as due on amount, Holder may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the “Funding Parties") with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a Change “Regulatory Change") (a) subjects any Funding Party to any charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the “Funding Documents") imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender of the Funding Parties, (except any reserve requirement reflected in d) has the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax effect of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in reducing the rate ofof return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, any Excluded Tax payable by change or compliance (taking into consideration such Lender); or Funding Party’s policies concerning capital adequacy) or (iiie) impose on any Lender or the London interbank market imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Advance)interest acquired under any Funding Document, or (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender hereunder (whether reference to the amount of principalinterests held or amounts received by it hereunder, interest or any other amount) then, upon request of such Lenderdemand by the Agent or the applicable Purchaser Agent, the Borrower will Seller shall pay to such Lender the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such additional amount or amounts as will compensate the Agent, such Lender Purchaser Agent or such Purchaser (or, in the case of any Conduit Purchaser, will enable such Conduit Purchaser to compensate any Funding Source) for such additional costs incurred increased cost or reduction suffered. (b) reduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of each Liquidity Provider’s Commitment is treated as a “short term commitment” for which there is no regulatory capital requirement. If any Lender Liquidity Provider determines that any Change in Law affecting such Lender it is required to maintain capital against its Unused Commitment (or any lending office Purchaser is required to maintain capital against its Investment) in excess of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not capital it would be required to compensate maintain against a Lender pursuant funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)6.2.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or) with respect to this Agreement; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (ba) If any Lender determines that any Change in Law affecting such Lender or any lending office Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change Conformed Credit Agreement - Page 94 140760.01015/104831797v.13 in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (cb) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (dc) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orAdjusted London Interbank Offered Rate) or any Issuing Bank; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense condition (other than with respect to Taxes) affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Other Connection Taxes (x) imposed on (or measured by) gross or net income (however denominated), profits or revenue (including value-added or similar Taxes) or (y) that are franchise Taxes or branch profits Taxes and (C) Excluded Taxes described in paragraphs (a) through (f) of the definition of Excluded Taxes); and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, into or maintaining any Euro-Dollar Advance Loan (or of maintaining its obligation to make any such Advance)Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amountotherwise), then subject to paragraphs (c) then, upon request and (d) of such Lenderthis Section, the Borrower will pay to such Lender Recipient such additional amount or amounts as will compensate such Lender Recipient for such additional costs incurred or reduction suffered. (b) If any Lender or any Issuing Bank determines in good faith that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender Agreement or the Advances Loans made by, or the participations in Swing Advances Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time time, subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided, that such Lender or such Issuing Bank is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or Issuing Bank has the right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements. (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section Section, including in reasonable detail a description of the basis for such claim for compensation and an explanation of how such amount or amounts were determined, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof. (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered incurred more than nine months 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower in writing of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except thattherefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. Capital Adequacy; Reserves on Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans and Daily Floating LIBOR Rate Loans. (a) If after the date hereof, a Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the L/C Issuer reasonably determines that as a result of any of the foregoing is to Change in Law, or such Lender’s or L/C Issuer’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer of agreeing to make or making, continuing, converting to, continuing, funding, maintaining or participating in Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, or an increase in the cost to such Lender or L/C Issuer of participating in, issuing or maintaining any Euro-Dollar Advance Letters of Credit (or of maintaining its obligation to make participate in or to issue any such AdvanceLetter of Credit), or to reduce a reduction in the amount of any sum received or receivable by such Lender hereunder or the L/C Issuer in connection with any of the foregoing (whether excluding for purposes of principalthis subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), interest (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender foreign jurisdiction or any lending office political subdivision of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have either thereof under the effect Laws of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law L/C Issuer is organized or has its Lending Office or does business (taking other than doing business solely as a result of entering into consideration such Lender’s policies this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and the policies of such Lender’s holding company with respect to capital adequacy(iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower will pay to pay) to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such Lender’s holding company for any such reduction suffered. increased cost or reduction; provided, (cx) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding companyL/C Issuer shall be generally seeking, as the case may beor intending generally to seek, as specified in paragraph comparable compensation from similarly situated borrowers under similar credit facilities (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay extent such Lender or L/C Issuer has the amount shown as due on any right under such certificate within 10 days after receipt thereof. similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and (dy) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of that such Lender’s right to demand such compensation, provided that the Borrower additional amounts shall not be required to compensate a Lender pursuant to this Section for duplicative of any increased costs incurred or reductions suffered more than nine months prior amounts to the date that such Lender notifies extent otherwise paid by the Borrower Company under any other provision of this Agreement (including any reserve requirements included in determining the Change in Law giving rise to such increased costs Eurocurrency Rate, Alternative Currency Daily Rate Loans or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereofDaily Floating LIBOR Rate).

Increased Cost and Reduced Return. (a) If after the --------------------------------- date hereof, a Change in of Law shallor compliance by any Funding Party (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any Banking Authority: (i) shall subject any Funding Party (or its Applicable Funding Office) to any tax, duty or other charge on its Lessor Advances or Lease Participant Advances, or maintain its Lessor Advances or Lease Participant Advances or shall change the basis of taxation of payments to any Funding Party (or its Applicable Funding Office) of the principal amount of or interest on its Lessor Advances or Lease Participant Advances, or Yield thereon or any other amounts due under this Agreement or any other Operative Document in respect of its Lessor Advances or Lease Participant Advances (except for changes in the rate of tax on the overall net income or gross receipts of such Funding Party or its Applicable Funding Office imposed by the jurisdiction in which such Funding Party's principal executive office or Applicable Funding Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Funding Party (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lenderits Applicable Funding Office); or (iii) shall impose on any Lender Funding Party (or its Applicable Funding Office) or on the United States market or the London interbank market any other conditioncondition affecting its Lessor Advances or Lease Participant Advances, cost or expense affecting this Agreement obligation to make or Euro-Dollar maintain Lessor Advances by such Lender or participation thereinLease Participant Advances; and the result of any of the foregoing is to increase the cost to such Lender Lease Party (or its Applicable Funding Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (Lessor Advances or of maintaining its obligation to make any such Advance)Lease Participant Advances, or to reduce the amount of any sum received or receivable by such Lender hereunder Funding Party (whether of principal, interest or its Applicable Funding Office) under this Agreement or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Operative Document with respect thereto, by an amount reasonably deemed by such Funding Party to capital adequacy)be material, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).then

Increased Cost and Reduced Return. (a) If In the event that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Participant or the Lessor with any request or directive after the date hereofhereof (whether or not having the force of law) of any such authority, a Change in Law shallcentral bank or comparable agency: (i) impose, modify does or deem applicable any reserve, special deposit, compulsory loan, insurance charge shall subject such Participant or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender Lessor to any additional tax of any kind whatsoever with respect to this Agreement the Operative Documents or any Euro-Dollar Advances Loan or Certificate Purchaser Amount or Advance made by it, or change the basis or the applicable rate of taxation of payments to such Lender in respect thereof Participant or the Lessor of principal, Certificate Purchaser Amount, Certificate Yield or any other amount payable hereunder (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, of or any change in any tax on or measured by the rate of, overall net income of such Participant or the Lessor (other than any Excluded Tax payable such tax imposed by such Lendermeans of withholding)); or (iiiii) impose on does or shall impose, modify or hold applicable any Lender reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Participant or the London interbank market any other condition, cost Lessor which are not otherwise included in determination of the rate of interest or expense affecting this Agreement or Euro-Dollar Certificate Yield rate on Advances by such Lender or participation thereinhereunder; and the result of any of the foregoing is to increase the cost to such Lender Participant of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (its Loan or of maintaining its obligation to make any such Advance), Certificate Purchaser Amounts or Advances or to reduce any amount receivable hereunder with respect thereto, then in any such case, the Lessee shall promptly pay such Participant or the Lessor, upon its demand, any additional amounts necessary to compensate such Participant or the Lessor for such increased cost or reduced amount receivable which such Participant or the Lessor deems to be material as determined by such Participant or the Lessor; provided, however, that the Lessee shall have no obligation to pay any additional amounts under this Section 13.10(a) on account of any increased costs or reduced amounts arising during the Construction Period except as follows: (1) The Lessee shall pay any additional amounts under this Section 13.10(a) on account of any increased costs or reduced amounts caused by or arising from any failure by the Lessee to comply with any of its obligation under the Operative Documents (including its insurance obligations), any representation by the Lessee in any of the Operative Documents not being true, any negligence or willful misconduct of the Lessee, or any claim by any third-party against the Lessee (or against any Lessor Party) based upon the alleged action or inaction by the Lessee. (2) If any Lessor Party incurs any such increased costs or reduced amounts for which the Lessee is not obligated to pay additional amounts pursuant to clause (1) above, the amount of any sum received or receivable such increased costs and reduced amounts shall, if such Lessor Party shall so request by such Lender hereunder (whether of principala written notice to the Lessor, interest or any other amount) then, upon request of such Lender, the Borrower will pay be capitalized pursuant to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedSection 3.9(f). (b) If any Lender determines that Participant or the Lessor shall have determined that, after the date hereof, the adoption of any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any lending office of such Lender change therein, or such Lender’s holding companyany change in the interpretation or administration thereof by any Governmental Authority, if anycentral bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital requirements adequacy (whether or liquidity requirements 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 such Lender’s capital or on the capital of such Lender’s holding company, if any, Participant or the Lessor (or any entity directly or indirectly controlling such Participant or the Lessor) as a consequence of this Agreement, the Revolver Commitments of such Lender Participant's or the Advances made by, or Lessor's obligations under the participations in Swing Advances held by, such Lender, Operative Documents to a level below that which such Lender Participant or the Lessor (or any entity directly or indirectly controlling such Lender’s holding company Participant or the Lessor) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by such Participant or the Lessor to be material, then from time to time time, within 15 days after demand by such Participant or the Borrower will Lessor (with a copy to the Indenture Trustee), the Lessee shall pay to such Lender Participant or the Lessor such additional amount or amounts as will compensate such Lender Participant or such Lender’s holding company for any such reduction suffered. the Lessor (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (aparent) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay for such Lender the amount shown as due on any such certificate within 10 days after receipt thereofreduction. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. The Borrowers agree to jointly and severally indemnify and hold each Lender harmless against the net cost to such Lender (as determined by such Lender in its sole discretion absent manifest error) of (a) If after the date hereof, a Change any material and adverse change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation by any government of payments to such Lender in respect thereof of principal of or interest on its Advances and (except for Indemnified Taxes b) any reserve requirements, taxes or Other Taxes covered by Section 2.12(e) and the imposition of, other charges or any change other requirements imposed or implemented by any government or governmental regulatory agency after the date of this Agreement on its participation in the rate of, Loan or any Excluded Tax payable by such Lender); or (iii) impose on Advance thereof or any Lender deposits or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances funds acquired by such Lender or to make its participation therein; and in the result Loan of any Advance thereof, which requirements, taxes or charges have the effect of the foregoing is to increase increasing the cost to such Lender of making, continuing, converting to, making or maintaining its participation in the Loan or any Euro-Dollar Advance (thereof; PROVIDED, HOWEVER, that, if by the provisions of any applicable law, the payment or reimbursement of maintaining its obligation to make any such Advance)net cost cannot be legally made, or then the Borrowers shall be entitled at any time thereafter, on giving not less than fifteen (15) days prior notice in writing to reduce the Agent, to prepay the whole (but not a part) of the aggregate outstanding principal amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender's participation in the Loan, without penalty or premium, such prepayment to be accompanied by payment of accrued interest to the Borrower will pay date of such prepayment and of all other amounts owing to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section Agreement, any of the other Loan Documents or any of the Collateral as well as such amounts as such Lender shall in its sole discretion absent manifest error deem necessary to compensate it for any increased costs loss or net cost incurred or reductions suffered more than nine months prior by it due to the date that occurrence of any such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of prepayment, whereupon such Lender’s intention 's obligations to claim compensation therefor (except that, if continue to make its participation in the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above Advances available shall be extended to include the period of retroactive effect thereof)forthwith terminate.

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shallLaw: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or other similar requirement against assets ofassets, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected (including the Mandatory Costs) included in the applicable Euro-Dollar Reserve Percentage)Adjusted LIBO Rate or the Adjusted EURIBO Rate) or an Issuing Bank; or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender or Issuing Bank or the London London, European, or Canadian interbank market markets any other condition, cost or expense condition affecting this Agreement or Euro-Dollar Advances the Eurocurrency Loans made by such Lender or any Letter of Credit or participation thereintherein or in any Alternative Currency Loan; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, converting to, or maintaining any Euro-Dollar Advance Eurocurrency Loans or CDOR Loans (or of maintaining its obligation to make a Eurocurrency Loan or CDOR Loan or to participate in an Alternative Currency Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any such AdvanceLetter of Credit (including maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor Issuing Bank under this Agreement, interest in each case by an amount deemed material by such Lender or any other amount) Issuing Bank, as the case may be, then, upon request of such LenderLender or Issuing Bank, the Applicable Borrower will shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs increased cost incurred or reduction suffered; provided that the Applicable Borrower will not be responsible for paying any amounts pursuant to this Section 3.2(a) accruing for a period greater than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, through the Administrative Agent notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s, as the case may be, intention to claim compensation therefor; provided further that, if the circumstances giving rise to such increased costs or reductions are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding companyLender or such Issuing Bank or any company controlling such Lender or such Issuing Bank, if anyas the case may be, as a consequence of this Agreement, the Revolver Commitments Commitment of such Lender or the Advances Loans made by, or the participations in Swing Advances Letters of Credit or Alternative Currency Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Lender’s holding Issuing Bank or such company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then such Lender or such Issuing Bank shall notify the Borrower through the Administrative Agent and from time to time the Applicable Borrower will shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s holding company for any or such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its Issuing Bank’s holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to for such reduction, provided that the Applicable Borrower shall will not be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on responsible for paying any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation amounts pursuant to this Section shall not constitute 3.2(b) accruing for a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more period greater than nine months 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law circumstances giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s, as the case may be, intention to claim compensation therefor (except therefor; provided further that, if the Change in Law circumstances giving rise to such increased costs or reductions is are retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Each Lender and each Issuing Bank shall promptly notify the Borrower (through the Administrative Agent) and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or such Issuing Bank, as the case may be, to compensation pursuant to this Section 3.2, and will use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or such Issuing Bank, as the case may be, be otherwise disadvantageous to it. The Applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank, as the case may be, in connection with any such designation or assignment. Any Lender or any Issuing Bank, as the case may be, claiming compensation under this Section 3.2 shall do so in good faith on a nondiscriminatory basis. In determining such amount, such Lender or such Issuing Bank, as the case may be, may use any reasonable averaging and attribution methods. A certificate of a Lender or an Issuing Bank, as the case may be, setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or such Issuing Bank, as the case may be, as specified in this Section 3.2 may be delivered to the Applicable Borrower and the Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay to the Administrative Agent for the account of such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after its receipt of the same. (d) Notwithstanding anything in the Loan Documents to the contrary, any Revolving Lender may, in its sole discretion, fund Revolving Loans denominated in Sterling from a lending office located in the UK. In such case, the Applicable Borrower shall pay to such Lender, together with and as and when interest (calculated at the rate otherwise applicable under this Agreement) on such Loans is due and payable, any and all Mandatory Costs (to the extent not already included in such interest rate) due or payable by such lending office for the cost of complying with the requirements of the Bank of England, the Financial Services Authority, or any other Governmental Authority, as the case may be, which results from funding or maintaining such Loans from such lending office. If at any time a Lender shall reasonably determine after a Change in Law that the Mandatory Costs (calculated as provided in this Agreement) shall fail to represent the actual cost to such Lender or its applicable lending office of complying with the requirements of the Bank of England, the Financial Services Authority, or any other Governmental Authority having jurisdiction over it, as the case may be, with respect to the funding and maintenance of advances in an Alternative Currency, in each case by an amount deemed material by such Lender, then the Applicable Borrower shall, upon the request of such Lender, pay to such Lender such additional amounts as will compensate such Lender for such additional costs incurred. (i) For so long as any Lender is required to comply with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority succeeding to all or any of its functions) or (b) the requirements of the European Central Bank (or any other authority succeeding to all or any of its functions), but without duplicating amounts included in the Statutory Reserve Rate or Mandatory Costs, in each case in respect of such Lender’s Eurocurrency Loans or by virtue of extending credit in Sterling or Euro to a Borrower, such Borrower shall pay, in addition to interest otherwise due on each of such Loans, additional interest on such Loan in an amount equal to the cost to such Lender of complying with such requirements. (ii) For so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority (including any such requirement imposed by the European Central Bank or the European System of Central Banks (or other authority succeeding to all or any of the functions of either), but without duplicating amounts included in the Statutory Reserve Rate or the Mandatory Costs) in respect of any of such Lender’s Eurocurrency Loans or by virtue of extending credit in Sterling or Euro to a Borrower, such Borrower shall pay, in addition to interest on each of such Lender’s Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (iii) Any additional interest owed pursuant to clause (i) or (ii) above shall be determined in reasonable detail by the applicable Lender, which determination shall be conclusive absent manifest error, and notified to the Applicable Borrower (with a copy to the Administrative Agent) at least five (5) Business Days before each date on which interest is payable for the applicable Loan, and such additional interest so notified to the Applicable Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. In no event shall any amounts determined pursuant to clause (i) or (ii) above be duplicative of any amount owed by an Applicable Borrower hereunder.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in of Law shallor compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentageor its Lending Office); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting this Agreement or its Euro-Dollar Advances by such Lender Loans, Letters of Credit, its Notes or participation thereinits obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (Loan or Letter of maintaining its obligation to make any such Advance)Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its Lending Office) under this Agreement or under its Notes with respect thereto, interest or any other amount) by an amount reasonably deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines shall have determined that after the date hereof the adoption of any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any lending office of such change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or such Lender’s holding company, if any, its Lending Office) with any request or directive regarding capital requirements adequacy (whether or liquidity requirements not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender’s 's capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender its obligations (whether with respect to Loans or the Advances made by, or the participations in Swing Advances held by, such Lender, Letters of Credit) hereunder to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s 's policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount reasonably deemed by such Lender to be material, then from time to time time, within 15 days after demand by such Lender, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or for such Lender’s holding company for any such reduction sufferedreduction. (c) Each Lender will promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of a any Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part The provisions of any Lender to demand compensation pursuant to this Section 9.03 shall not constitute a waiver be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Lender’s right to demand such compensationParticipant, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred Assignee or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other Transferee.

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemFRB, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Bank (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (iior its Applicable Lending Office) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or the London interbank market any other conditioncondition affecting its Loans, cost its Note(s) or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; its obligation to make Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making, continuingconverting, converting to, continuing or maintaining any Euro-Dollar Advance (Loan or of maintaining its obligation to make issue any such Advance)Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder Bank (whether of principalor its Applicable Lending Office) under this Agreement or under its Note(s) with respect thereto, interest or any other amount) by an amount deemed by such Bank to be material, then, upon request of within fifteen (15) days after demand by such LenderBank (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines Bank shall have reasonably determined that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Bank (or its Parent) as a consequence of this Agreement, the Revolver Commitments of such Lender Bank’s obligations hereunder or the Advances Loans made by, or the participations in Letters of Credit or Swing Advances Loans held by, such LenderBank or the Letters of Credit issued by any Letter of Credit Issuer, to a level below that which such Lender Bank (or such Lender’s holding company its Parent) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)adequacy or liquidity requirements) by an amount deemed by such Bank to be material, then from time to time time, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank (or its Parent) for such Lender’s holding company for any such reduction sufferedreduction. (c) A certificate of a Lender setting forth Each Bank will promptly (and in any event within the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as period specified in paragraph (aSection 8.6(a)) or (b) of this Section and delivered to notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender and the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part Administrative Agent of any Lender Change in Law of which it has knowledge which will entitle such Bank to demand compensation pursuant to this Section shall not constitute and will designate a waiver different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender’s right Bank, be otherwise disadvantageous to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to Bank. A certificate of any Bank claiming compensation under this Section for any increased costs incurred and setting forth the additional amount or reductions suffered more than nine months prior amounts to the date that such Lender notifies the Borrower of the Change in Law giving rise be paid to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above it hereunder shall be extended to include conclusive in the period absence of retroactive effect thereof)manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a in the case of any Loan or any obligation to make Loans, any Change in Law shall:Law (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the FRB), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended or participated in by, any Lender (except any reserve requirement reflected in the or its applicable Euro-Dollar Reserve PercentageLending Office); or; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender (or the London interbank market its applicable Lending Office) any other condition, cost or expense (other than taxes) affecting this Agreement its Term SOFR Loans, its Notes or Euro-Dollar Advances by such its obligation to make Term SOFR Loans; or (iii) shall subject any Lender or participation thereinthe Administrative Agent to any taxes (other than (A) Taxes, (B) taxes described in (i), (ii), (iii) or (iv) of the exclusions described in the definition of “Taxes” and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Lender (or its applicable Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance Term SOFR Loan (or or, in the case of maintaining its obligation a Change in Law with respect to make taxes, any such Advance), Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its applicable Lending Office) under this Agreement or under its Notes with respect thereto, interest or any other amount) by an amount deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that shall have determined that, after the date hereof, any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital liquidity of such Lender (or its Parent) as a consequence of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, obligations hereunder to a level below that which such Lender (or such Lender’s holding company its Parent) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such Lender’s holding company for any such reduction sufferedreduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of a any Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding companyLender, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered incurred more than nine months 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any Euro-Dollar Loan, any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (iior its Applicable Lending Office) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or participation therein; (except, in each case, for any Tax, which shall be addressed solely in Section 8.4), and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, continuing, converting to, continuing or maintaining any Euro-Dollar Advance (Loan or of maintaining its obligation to make any such Advance)Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor its Applicable Lending Office) under this Agreement with respect thereto, interest or any other amount) by an amount deemed by such Lender to be material, then, upon request of within 60 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs increased cost incurred or reduction suffered. (b) If any Lender determines shall have determined that any Change in Law affecting such Lender (or any lending office of such Lender its Applicable Lending Office) or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements requirements, has or would have the effect of reducing the rate of return on capital of such Lender’s capital Lender (or on the capital of such Lender’s holding company, if any, ) as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, ’s obligations hereunder to a level below that which such Lender (or such Lender’s holding company company) could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by such Lender to be material, then from time to time time, within 60 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender (or such Lender’s holding company company) for any such reduction sufferedreduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event, past or prospective, of which it has knowledge that will entitle such Lender to compensation pursuant to this Section 8.3, or which such Lender believes is reasonably likely to entitle such Lender to compensation pursuant to this Section 8.3, and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.3 (for itself or for a Lender Participant) and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as be paid to it hereunder and indicating in reasonable detail the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower computation thereof shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation The Borrower shall not be liable pursuant to this Section shall not constitute a waiver of such Lender’s right 8.3 to demand such compensation, provided that the Borrower shall not be required any Lender to compensate a Lender pursuant to this Section it for any increased costs cost or reduction incurred or reductions suffered more than nine months prior to the date that such Lender notifies 45 days before receipt by the Borrower of a notice from such Lender referring to the Change in Law giving event that gave rise to such increased costs cost or reductions and reduction. (e) This Section 8.3 shall not require the Borrower to reimburse any Lender for any Taxes that are otherwise covered by the payment of such Lender’s intention to claim compensation therefor additional amounts or the indemnity set forth in Sections 8.4(b) or (except thatd), if the Change in Law giving rise to such increased costs respectively or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)for any Excluded Taxes.

Increased Cost and Reduced Return. (a) If after the date hereofSixth Amendment Effective Date, a Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orwith respect to this Agreement; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (ba) If any Lender determines that any Change in Law affecting such Lender or any lending office Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender▇▇▇▇▇▇’s policies and the policies of such Lender▇▇▇▇▇▇’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (cb) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (dc) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orAdjusted LIBORthe Adjusted Daily Simple SOFR Rate or Adjusted Term SOFR) or any L/C Issuer; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing or maintaining any Euro-Dollar Advance (Loan or of maintaining its obligation to make any such AdvanceLoan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orAdjusted Daily Simple SOFR Rate or Adjusted Term SOFR) or any L/C Issuer; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing or maintaining any Euro-Dollar Advance (Loan or of maintaining its obligation to make any such AdvanceLoan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the applicable Euro-Dollar Reserve PercentageAdjusted LIBO Rate); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense condition affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or participation thereinLender; and the result of any of the foregoing is shall be to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance Loan (or of maintaining its obligation to make any such Advance), Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of such Lender, then the Borrower will within 15 days after demand by such Lender pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, Agreement or the Revolver Commitments of Loans made by such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender within 15 days after receipt by the Borrower of the information required by paragraph (c) below such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth a reasonably detailed calculation (which shall not be required to include any information which such Lender considers to be confidential so long as such Lender certifies that such calculation is in accordance with this Section 8.03) of the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and 8.03 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay If any element of any such calculation subsequently changes, so as to change materially such amount or amounts, such Lender will submit a revised certificate promptly to the amount shown as due on any such certificate within 10 days after receipt thereofBorrower. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 8.03 for any increased costs incurred or reductions suffered incurred more than nine months 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except therefor; provided, further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, by or any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve PercentageAdjusted Daily Simple SOFR Rate or Adjusted Term SOFR Rate); or; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or participation thereinLender; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing or maintaining any Euro-Dollar Advance (Loan or of maintaining its obligation to make any such Advance)Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or other Recipient, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if anyother Recipient, as a consequence of this Agreementthe case may be, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding companyother Recipient, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay for such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased additional costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)reduction suffered.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or) with respect to this Agreement; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; 140760.01015/122598522v.1140760.01015/122598522v.9 and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If In the event that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor or any Participant with any request or directive after the date hereofhereof (whether or not having the force of law) of any such authority, a Change in Law shallcentral bank or comparable agency: (i) impose, modify does or deem applicable any reserve, special deposit, compulsory loan, insurance charge shall subject the Lessor or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender such Participant to any additional tax of any kind whatsoever with respect to this Agreement the Operative Documents or any Euro-Dollar Advances Advance made by itsuch Person or any purchase of a Participation Interest in any Advance, or change the basis or the applicable rate of taxation of payments to the Lessor or such Lender in respect thereof Participant of its Participation Interest or any other amount payable hereunder (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of or change in any tax on or measured by the overall net income of the Lessor or such Participant (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any change other acquisition of funds by, any office of the Lessor or such Participant which are not otherwise included in determination of the rate of, any Excluded Tax payable by such Lender)of interest on Advances hereunder; or (iii) does or shall impose on any Lender the Lessor or the London interbank market such Participant any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to the Lessor or such Lender Participant of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (its Advances or of purchasing or maintaining its obligation to make Participation Interest in any such Advance), Advance or to reduce the any amount of any sum received or receivable by such Lender hereunder (whether of principalwith respect thereto, interest or any other amount) then, upon request of in any such Lendercase (A) if such Advances constitute Expansion Improvements Advances, prior to the Completion Date with respect to the Expansion Improvements, the Borrower will Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall promptly pay, or (B) with respect to all other Advances, the Lessee shall promptly pay the Lessor or such Lender Participant, as the case may be, upon its demand, on an After Tax Basis any additional amounts necessary to compensate the Lessor or such additional amount or amounts as will compensate such Lender Participant for such additional costs incurred increased cost or reduction sufferedreduced amount receivable which the Lessor or such Participant deems to be material as determined by the Lessor or such Participant. (b) If any Lender determines that any Change in Law affecting such Lender the Lessor or any lending office Participant shall have determined that, after the date hereof, the adoption of such Lender any applicable law, rule or such Lender’s holding company, if any, regulation regarding capital requirements adequacy, or liquidity requirements 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, or 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 such Lender’s capital or on the capital of the Lessor or such Lender’s holding companyParticipant, if anyas the case may be (or any entity directly or indirectly controlling the Lessor or such Participant), as a consequence of this Agreement, the Revolver Commitments of Lessor's or such Lender or Participant's obligations under the Advances made by, or the participations in Swing Advances held by, such Lender, Operative Documents to a level below that which such Lender the Lessor or such Lender’s holding company Participant (or any entity directly or indirectly controlling the Lessor or such Participant), as applicable, could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by the Lessor or such Participant to be material, then from time to time time, within 15 days after demand by the Borrower will Lessor or such Participant (with a copy to the Agent), (i) with respect to Expansion Improvements, prior to the Completion Date with respect to the Expansion Improvements, the Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall pay, or (ii) with respect to the Existing Facility and the Tenant Improvements, the Lessee shall pay to the Lessor or such Lender Participant, as the case may be, on an After Tax Basis, such additional amount or amounts as will compensate such Lender Participant (or its parent) or the Lessor for such Lender’s holding company for any such reduction sufferedreduction. (c) A certificate The Lessor and each Participant will promptly notify the Lessee and the Agent of a Lender setting forth any event of which it has knowledge, occurring after the amount date hereof, which will entitle the Lessor or amounts necessary to compensate such Lender or its holding companyParticipant, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not constitute unreasonably be withheld), designate a waiver different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor or such Lender’s right Participant, as applicable, be otherwise disadvantageous to demand the Lessor or such compensation, provided that Participant. A certificate of the Borrower shall not be required to compensate a Lender pursuant to Lessor or any Participant claiming compensation under this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower and setting forth in reasonable detail its computation of the Change in Law giving rise additional amount or amounts to such increased costs or reductions and of such Lender’s intention be paid to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above it hereunder shall be extended to include conclusive in the period absence of retroactive effect thereof)manifest error. In determining such amount, the Lessor or such Participant, as the case may be, may use any reasonable averaging and attribution methods. This Section shall survive the termination of this Participation Agreement and payment of the outstanding Advances and Participation Interests.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in of Law shallor compliance by the Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Governing Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any LIBOR Rate Loan any such requirement included in an applicable LIBOR Rate Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any the Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentageor its Lending Office); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any the Lender (or its Lending Office) or on the London interbank market any other conditioncondition affecting its LIBOR Rate Loans, cost its Note or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligation to make LIBOR Rate Loans; and the result of any of the foregoing is to increase the cost to such the Lender (or its Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)the Loan, or to reduce the amount of any sum received or receivable by such the Lender hereunder (whether of principalor its Lending Office) under this Agreement or under its Note with respect thereto, interest or any other amount) thenby an amount deemed by the Lender to be material, upon request then the Lender shall give notice thereof to the Borrower within 90 days after the Lender becomes aware of such matters and, within 15 days after demand by the Lender, the Borrower will shall pay to such the Lender such additional amount or amounts as will compensate such the Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If the Lender shall have determined that after the date hereof the adoption of any Lender determines that any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any lending office change therein, or any change in the interpretation or administration thereof, or compliance by the Lender (or its Lending Office or the bank holding company of such which the Lender is a subsidiary) with any request or such Lender’s holding company, if any, directive regarding capital requirements adequacy (whether or liquidity requirements not having the force of law) of any Governing Authority, has or would have the effect of reducing the rate of return on the Lender's (or such Lender’s capital or on the capital of such Lender’s bank holding company, if any, 's) capital as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, its obligations hereunder to a level below that which such the Lender (or such Lender’s bank holding company company) could have achieved but for such Change in Law adoption, change or compliance (taking into consideration the Lender's (or such Lender’s bank holding company's) policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by the Lender to be material, then from time to time the Lender shall give notice thereof to the Borrower will within 90 days after the Lender becomes aware of such matters and, within 15 days after demand by the Lender, the Borrower shall pay to such the Lender such additional amount or amounts as will compensate such the Lender (or such Lender’s bank holding company company) for any such reduction sufferedreduction. (c) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lender, be otherwise disadvantageous to the Lender. A certificate of a the Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such amount, the Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part The provisions of any Lender to demand compensation pursuant to this Section 9.03 shall not constitute a waiver be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Lender’s right to demand such compensationParticipant, Assignee or other Transferee. The Lender agrees that it will not seek compensation or reimbursement provided that the Borrower shall not be required to compensate a Lender pursuant to for in this Section for any increased costs incurred 9.03 unless the Lender as a matter of policy intends generally to seek comparable compensation or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions reimbursement from other borrowers similarly situated and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)with similarly documented financial accommodations.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law shallor compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments Commitment of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law shall: (i) imposethat subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of such Affected Entity or Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender by such Affected Entity pursuant to any tax of any kind whatsoever with respect to this Funding Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market that imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and condition the result of any of the foregoing which is to increase the cost to such Lender Affected Entity of making, continuing, converting toperforming its obligations under any Funding Agreement, or maintaining to reduce the rate of return on such Affected Entity’s capital as a consequence of its obligations under any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)Funding Agreement, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether Affected Entity under any Funding Agreement or to require any payment calculated by reference to the amount of principalinterests or loans held or interest received by it, interest or any other amount) then, upon request demand by the applicable Co-Agent, on behalf of such LenderAffected Entity, the and receipt by Borrower will of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Lender Co-Agent, as applicable, for the benefit of such additional amount Affected Entity, such amounts charged to such Affected Entity or such amounts as will to otherwise compensate such Lender Affected Entity for such additional costs incurred increased cost or reduction sufferedsuch reduction. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Regulatory Change” regardless of the date enacted, adopted or issued. (i) Without limiting the generality of the foregoing, if Borrower shall be required by applicable law to deduct any Indemnified Taxes from any payments made to any Affected Entity, then (a) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) If any Lender determines that any Change in Law affecting Borrower shall make such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies deductions and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent, the applicable Co-Agent the original or a certified copy of a Lender setting forth receipt issued by such Governmental Authority evidencing such payment, a copy of the amount return reporting such payment or amounts necessary other evidence of such payment reasonably satisfactory to compensate the Administrative Agent or such Lender or its holding companyCo-Agent, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (dii) Failure The Borrower agrees to pay any and all present or delay on future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the part of execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Lender Transaction Document (hereinafter referred to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the as “Other Taxes”). The Borrower shall not be required to compensate a Lender pursuant to make payment under this Section for any increased costs incurred or reductions suffered more than nine months prior 10.2(b)(ii) to the date extent paid under Section 10.1. (iii) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Transaction Document to any Indemnified Party, the Borrower shall also pay to such Indemnified Party at the time interest is paid, such additional amount that such Indemnified Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that such Indemnified Party would have received if such Taxes or Other Taxes had not been imposed. The Borrower shall not be required to make payment under this Section 10.2(iii) to the extent paid under Section 10.1, 10.2(b)(i) or 10.2(b)(ii). (c) In connection with clauses (a) and (b), each Lender notifies and its respective Co-Agent agrees to provide, to the extent it is legally required to do so, any form or document that may be reasonably requested by the Borrower or the Servicer in order to allow the Borrower or the Servicer to avoid additional payments under clause (a) and (b). (d) The Servicer and the Borrower acknowledge that, in connection with the funding of the Change Loan, or any portion thereof, by a Conduit, the Administrative Agent may be required to obtain commercial paper ratings affirmation(s). Each of the Servicer and the Borrower agrees that it will (i) cooperate with the Administrative Agent and any rating agency involved in Law the issuance of such rating, (ii) amend and/or supplement the terms of this Agreement and the other Transaction Documents that define, employ or relate to the term “Borrowing Base”, “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor”, or any defined term utilized in the definitions of such terms, in each case, as required by such rating agency in connection with the issuance of such rating (as so amended or supplemented, the “Revised Documents”), and (iii) take all actions required to ensure that (A) it is in compliance with all material provisions, representation, warranties and covenants of the Revised Documents applicable to it, (B) no Unmatured Amortization Event, Amortization Event, or any event that, with the giving rise of notice or the lapse of time, or both, would constitute a Unmatured Amortization Event or Amortization Event exists under the Revised Documents and (C) all other requirements under the Revised Documents relating to the funding of the Loan or the ownership of any Receivable have been complied with. The Borrower shall pay in immediately available funds to the Administrative Agent, all costs and expenses in connection with this Section 10.2, including, without limitation, the initial fees payable to such increased costs rating agency or reductions agencies in connection with providing such rating and all ongoing fees payable to the rating agency or agencies for their continued monitoring of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)rating.

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) subject any Lender (or its Lending Office) to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes); or (ii) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any and Lender (except any reserve requirement reflected in or its Lending Office)or on the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), Lending Office) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or its Lending Office) or under any other amount) Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances Loans made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, 10.1, 10.3 and 12.1 and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent manifest errorif reasonably determined. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that ​ ​ such Lender Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) subject any Lender (or its Lending Office) to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes); or (ii) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any and Lender (except any reserve requirement reflected in or its Lending Office)or on the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), Lending Office) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or its Lending Office) or under any other amount) Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances Loans made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will ​ ​ shall pay to such Lender Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, 10.1, 10.3 and 12.1 and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent manifest errorif reasonably determined. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Amsterdam Funding Source, the Agent or any Purchaser (collectively, the "FUNDING PARTIES") with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a Change "REGULATORY CHANGE") (a) subjects any Funding Party to any charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the "FUNDING Documents") imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender of the Funding Parties, (except any reserve requirement reflected in d) has the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax effect of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in reducing the rate ofof return on such Funding Party's capital to a level below that which such Funding Party could have achieved but for such adoption, any Excluded Tax payable by change or compliance (taking into consideration such Lender); or Funding Party's policies concerning capital adequacy) or (iiie) impose on any Lender or the London interbank market imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Advance)interest acquired under any Funding Document, or (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender hereunder (whether reference to the amount of principalinterests held or amounts received by it hereunder, interest or any other amount) then, upon request of such Lenderdemand by the Agent, the Borrower will Seller shall pay to such Lender the Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such Lender Purchaser (or, in the case of Amsterdam, will enable Amsterdam to compensate any Amsterdam Funding Source) for such additional costs incurred increased cost or reduction suffered. (b) reduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of each Liquidity Provider's Commitment is treated as a "SHORT TERM COMMITMENT" for which there is no regulatory capital requirement and the Enhancer's Commitment carries the same capital requirement as a funded loan in the same amount. If any Lender Liquidity Provider determines that any Change in Law affecting such Lender it is required to maintain capital against its Unused Commitment, or if the Enhancer is required to maintain capital on its Unused Commitment (or any lending office Purchaser is required to maintain capital against its Investment) in excess of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not capital it would be required to compensate maintain against a Lender pursuant funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)6.2.

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including any compulsory loan or insurance charge) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orAdjusted London Interbank Offered Rate) or any Issuing Bank; (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or Euro-Dollar Advances Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Other Connection Taxes (x) imposed on (or measured by) gross or net income (however denominated), profits or revenue (including value-added or similar Taxes) or (y) that are franchise Taxes or branch profits Taxes and (C) Excluded Taxes described in clauses (b) through (e) of the definition of Excluded Taxes); and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, into or maintaining any Euro-Dollar Advance Eurodollar Loan (or of maintaining its obligation to make any such AdvanceLoan), or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amountotherwise), then subject to Sections 8.03(c) then, upon request of such Lenderand 8.03(d), the Borrower will pay to such Lender Lender, such Issuing Bank or such other Recipient such additional amount or amounts as will compensate such Lender Lender, such Issuing Bank or such other Recipient for such additional costs incurred or reduction suffered. (b) If any Lender or any Issuing Bank determines in good faith that any Change in Law affecting such Lender or such Issuing Bank or any lending office of such Lender or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments Commitment of such Lender or the Advances Loans made by, or the participations in Swing Advances Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time time, subject to Sections 8.03(c) and 8.03(d), the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that such Lender or such Issuing Bank is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or such Issuing Bank has the right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements. (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (aSection 8.03(a) or (b) 8.03(b), including in reasonable detail a description of this Section the basis for such claim for compensation and an explanation of how such amount or amounts were determined, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof. (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 8.03 for any increased costs incurred or reductions suffered incurred more than nine months 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower in writing of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, therefor; provided further that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orwith respect to this Agreement; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereofhereofOmnibus Amendment Effective Date, a Change in Law shall: (i) (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage)) or the Issuing Bank; or (ii) (ii) subject the Issuing Bank or any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by ititsuch Lender, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) (iii) impose on the Issuing Bank or any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to the Issuing Bank or such Lender of participating in, issuing or maintaining any Letter of Credit or of making, continuing, converting to, or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by the Issuing Bank or such Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Issuing Bank or such Lender, the Borrower will pay to the Issuing Bank or such Lender such additional amount or amounts as will compensate the Issuing Bank or such Lender for such additional costs incurred or reduction suffered. (b) If the Issuing Bank or any Lender determines that any Change in Law affecting the Issuing Bank or such Lender or any lending office of the Issuing Bank or such Lender or the Issuing Bank’s or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on the Issuing Bank’s or such Lender’s capital or on the capital of the Issuing Bank’s or such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which the Issuing Bank or such Lender or the Issuing Bank’s or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Issuing Bank’s or such Lender’s policies and the policies of the Issuing Bank’s or such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to the Issuing Bank or such Lender such additional amount or amounts as will compensate the Issuing Bank or such Lender or the Issuing Bank’s or such Lender’s holding company for any such reduction suffered.. 149 ​ WBD (US) 42673629v7​ (c) A certificate of the Issuing Bank or a Lender setting forth the amount or amounts necessary to compensate the Issuing Bank or such Lender or its itsthe Issuing Bank’s or such Lender’s holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay the Issuing Bank or such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of the Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Issuing Bank’s or such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate the Issuing Bank or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that the Issuing Bank or such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shallLaw: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or other similar requirement against assets ofassets, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected (including the Mandatory Costs) included in the applicable Euro-Dollar Reserve Percentage)Adjusted LIBO Rate or the Adjusted EURIBO Rate) or an Issuing Bank; or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender or Issuing Bank or the London London, European, or Canadian interbank market markets any other condition, cost or expense condition affecting this Agreement or Euro-Dollar Advances the Eurocurrency Loans made by such Lender or any Letter of Credit or participation thereintherein or in any Alternative Currency Loan; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, converting to, or maintaining any Euro-Dollar Advance Eurocurrency Loans or CDOR Loans (or of maintaining its obligation to make a Eurocurrency Loan or CDOR Loan or to participate in an Alternative Currency Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any such AdvanceLetter of Credit (including maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalor Issuing Bank under this Agreement, interest in each case by an amount deemed material by such Lender or any other amount) Issuing Bank, as the case may be, then, upon request of such LenderLender or Issuing Bank, the Applicable Borrower will shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs increased cost incurred or reduction suffered; provided that the Applicable Borrower will not be responsible for paying any amounts pursuant to this Section 3.2(a) accruing for a period greater than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, through the Administrative Agent notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s, as the case may be, intention to claim compensation therefor; provided further that, if the circumstances giving rise to such increased costs or reductions are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding companyLender or such Issuing Bank or any company controlling such Lender or such Issuing Bank, if anyas the case may be, as a consequence of this Agreement, the Revolver Commitments Commitment of such Lender or the Advances Loans made by, or the participations in Swing Advances Letters of Credit or Alternative Currency Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Lender’s holding Issuing Bank or such company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then such Lender or such Issuing Bank shall notify the Borrower through the Administrative Agent and from time to time the Applicable Borrower will shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s holding company for any or such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its Issuing Bank’s holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to for such reduction, provided that the Applicable Borrower shall will not be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on responsible for paying any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation amounts pursuant to this Section shall not constitute 3.2(b) accruing for a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more period greater than nine months 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law circumstances giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s, as the case may be, intention to claim compensation therefor (except therefor; provided further that, if the Change in Law circumstances giving rise to such increased costs or reductions is are retroactive, then the nine180-month day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Each Lender and each Issuing Bank shall promptly notify the Borrower (through the Administrative Agent) and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or such Issuing Bank, as the case may be, to compensation pursuant to this Section 3.2, and will use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or such Issuing Bank, as the case may be, be otherwise disadvantageous to it. The Applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank, as the case may be, in connection with any such designation or assignment. Any Lender or any Issuing Bank, as the case may be, claiming compensation under this Section 3.2 shall do so in good faith on a nondiscriminatory basis. In determining such amount, such Lender or such Issuing Bank, as the case may be, may use any reasonable averaging and attribution methods. A certificate of a Lender or an Issuing Bank, as the case may be, setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or such Issuing Bank, as the case may be, as specified in this Section 3.2 may be delivered to the Applicable Borrower and the Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay to the Administrative Agent for the account of such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after its receipt of the same. (d) Notwithstanding anything in the Loan Documents to the contrary, any Lender may, in its sole discretion, fund Loans denominated in Sterling from a lending office located in the UK. In such case, the Applicable Borrower shall pay to such Lender, together with and as and when interest (calculated at the rate otherwise applicable under this Agreement) on such Loans is due and payable, any and all Mandatory Costs (to the extent not already included in such interest rate) due or payable by such lending office for the cost of complying with the requirements of the Bank of England, the Financial Services Authority, or any other Governmental Authority, as the case may be, which results from funding or maintaining such Loans from such lending office. If at any time a Lender shall reasonably determine after a Change in Law that the Mandatory Costs (calculated as provided in this Agreement) shall fail to represent the actual cost to such Lender or its applicable lending office of complying with the requirements of the Bank of England, the Financial Services Authority, or any other Governmental Authority having jurisdiction over it, as the case may be, with respect to the funding and maintenance of advances in an Alternative Currency, in each case by an amount deemed material by such Lender, then the Applicable Borrower shall, upon the request of such Lender, pay to such Lender such additional amounts as will compensate such Lender for such additional costs incurred. (i) For so long as any Lender is required to comply with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority succeeding to all or any of its functions) or (b) the requirements of the European Central Bank (or any other authority succeeding to all or any of its functions), but without duplicating amounts included in the Statutory Reserve Rate or Mandatory Costs, in each case in respect of such Lender’s Eurocurrency Loans or by virtue of extending credit in Sterling or Euro to a Borrower, such Borrower shall pay, in addition to interest otherwise due on each of such Loans, additional interest on such Loan in an amount equal to the cost to such Lender of complying with such requirements. (ii) For so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority (including any such requirement imposed by the European Central Bank or the European System of Central Banks (or other authority succeeding to all or any of the functions of either), but without duplicating amounts included in the Statutory Reserve Rate or the Mandatory Costs) in respect of any of such Lender’s Eurocurrency Loans or by virtue of extending credit in Sterling or Euro to a Borrower, such Borrower shall pay, in addition to interest on each of such Lender’s Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (iii) Any additional interest owed pursuant to clause (i) or (ii) above shall be determined in reasonable detail by the applicable Lender, which determination shall be conclusive absent manifest error, and notified to the Applicable Borrower (with a copy to the Administrative Agent) at least five (5) Business Days before each date on which interest is payable for the applicable Loan, and such additional interest so notified to the Applicable Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. In no event shall any amounts determined pursuant to clause (i) or (ii) above be duplicative of any amount owed by an Applicable Borrower hereunder.

Increased Cost and Reduced Return. ​ (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orwith respect to this Agreement; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; oror Conformed Credit Agreement - Page 92 ‌ ‌ ​ (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or) with respect to this Agreement; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (bi) If any Lender determines that any Change in Law affecting such Lender or any lending office Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (cj) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (dk) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Windmill Funding Source, the Agent or any Purchaser (collectively, the "Funding Parties") with any request or directive (whether or not having the force of law) issued after the date hereof of any such Governmental Authority (a Change "Regulatory Change") (a) subjects any Funding Party to any additional charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the "Funding Documents") imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents, other than any Taxes imposed on or deem measured by the net income of the Funding Party, (c) imposes, modifies or deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender of the Funding Parties, (except any reserve requirement reflected in d) has the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax effect of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in reducing the rate ofof return on such Funding Party's capital to a level below that which such Funding Party could have achieved but for such adoption, any Excluded Tax payable by change or compliance (taking into consideration such Lender); or Funding Party's policies concerning capital adequacy) or (iiie) impose on any Lender or the London interbank market imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Advance)interest acquired under any Funding Document, or (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender hereunder (whether reference to the amount of principalinterests held or amounts received by it hereunder, interest or any other amount) then, upon request of such Lenderdemand by the Agent, the Borrower will Seller shall pay to such Lender the Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such Lender Purchaser (or, in the case of Windmill, will enable Windmill to compensate any Windmill Funding Source) for such additional costs incurred increased cost or reduction suffered. reduction. Notwithstanding the foregoing, the Seller shall only be obligated to a Windmill Funding Source under this Section to the extent Windmill is obligated to reimburse the Windmill Funding Source for the applicable amount (b) If any Lender determines it being understood that any Change in Law affecting limitations on recourse to Windmill for such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence amounts do not limit Windmill's obligations for purposes of this Agreement, Section) pursuant to the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate terms of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofFunding Agreement. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereofOmnibus Amendment Effective Date, a Change in Law shall: (i) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to any eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in or the applicable Euro-Dollar Reserve Percentage)Issuing Bank; or (ii) subject the Issuing Bank or any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Term Benchmark Advances made by itsuch Lender, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on the Issuing Bank or any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Term Benchmark Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to the Issuing Bank or such Lender of participating in, issuing or maintaining any Letter of Credit or of making, continuing, converting to, or maintaining any Euro-Dollar Term Benchmark Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by the Issuing Bank or such Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Issuing Bank or such Lender, the Borrower will pay to the Issuing Bank or such Lender such additional amount or amounts as will compensate the Issuing Bank or such Lender for such additional costs incurred or reduction suffered.. 154 767077577.9 (b) If the Issuing Bank or any Lender determines that any Change in Law affecting the Issuing Bank or such Lender or any lending office of the Issuing Bank or such Lender or the Issuing Bank’s or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on the Issuing Bank’s or such Lender’s capital or on the capital of the Issuing Bank’s or such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which the Issuing Bank or such Lender or the Issuing Bank’s or such Lender’s holding ▇▇▇▇▇ng company could have achieved but for such Change in Law (taking into consideration the Issuing Bank’s or such Lender’s policies ▇▇▇▇▇ies and the policies of the Issuing Bank’s or such Lender’s holding ▇▇▇▇▇ng company with respect to capital adequacy), then from time to time the Borrower will pay to the Issuing Bank or such Lender such additional amount or amounts as will compensate the Issuing Bank or such Lender or the Issuing Bank’s or such Lender’s holding company for any such reduction suffered. (c) A certificate of the Issuing Bank or a Lender setting forth the amount or amounts necessary to compensate the Issuing Bank or such Lender or its the Issuing Bank’s or such Lender’s holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay the Issuing Bank or such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of the Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Issuing Bank’s or such Lender’s right ▇▇▇▇▇ to demand such compensation, provided that the Borrower shall not be required to compensate the Issuing Bank or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that the Issuing Bank or such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) subject any Lender (or its Lending Office) to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes); or (ii) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any and Lender (except any reserve requirement reflected in or its Lending Office)or on the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), Lending Office) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or its Lending Office) or under any other amount) Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction suffered.reduction. ​ ​ (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances Loans made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, 10.1, 10.3 and 12.1 and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent manifest errorif reasonably determined. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions reductions, and of such Lender▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage)) with respect to this Agreement; or (ii) subject any Lender to any tax of any kind whatsoever (other than the Excluded Taxes) with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e2.08(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except excluding (A) Taxes and (B) any reserve requirement reflected in the applicable Euro-Dollar Eurodollar Reserve Percentage); or; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (e) of any kind whatsoever with respect to this Agreement the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender)commitments; or (iii) impose on any Lender Recipient or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Euro-Dollar Advances Loans made by such Lender or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing or maintaining any Euro-Dollar Advance (Loan or of maintaining its obligation to make any such Advance)Loan, or to increase the cost to such Lender or such other Recipient of participating in, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder in an amount deemed material (whether of principal, interest or any other amount) then, upon request of such LenderLender or other Recipient, the Borrower will will, within 15 days after demand by such Lender or other Recipient (with a copy to the Administrative Agent), pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if anyother Recipient, as a consequence of this Agreementthe case may be, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding companyother Recipient, as the case may be, as specified in paragraph (a) for such additional costs incurred or (b) of this Section and delivered to reduction suffered. Notwithstanding the Borrower foregoing, no Recipient shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section if it shall not constitute a waiver at the time be the general policy or practice of such Lender’s right Recipient to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)from similarly situated borrowers.

Increased Cost and Reduced Return. (a) If after the date --------------------------------- hereof, a Change in of Law shallor compliance by any Funding Party (or its Funding Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, (1) any such requirement imposed by the Board of Governors of the Federal Reserve System, and (2) with respect to any LIBOR Advance, any reserve requirement described in the definition of Euro-Dollar Reserve Percentage in excess of the reserve requirement of the Agent) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Funding Party (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentageor its Funding Office); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender Funding Party (or its Funding Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost condition affecting its LIBOR Advances or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligation to make LIBOR Advances; and the result of any of the foregoing is to increase the cost to such Lender Funding Party (or its Funding Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such LIBOR Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder Funding Party (whether of principalor its Funding Office) under the Operative Documents with respect thereto, interest or any other amount) by an amount deemed by such Funding Party to be material, then, upon request of within 15 days after demand by such LenderFunding Party (with a copy to the Agent), the Borrower will Lessee shall pay to such Lender Funding Party such additional amount or amounts as will compensate such Lender Funding Party for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines Funding Party shall have determined that after the date hereof the adoption of any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any lending office of such Lender change therein, or such Lender’s holding companyany change in the interpretation or administration thereof, if any, or compliance by any Funding Party (or its Funding Office) with any request or directive regarding capital requirements adequacy (whether or liquidity requirements not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender’s Funding Party's capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, its obligations hereunder to a level below that which such Lender or such Lender’s holding company Funding Party could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s Funding Party's policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Funding Party to be material, then within 15 days after demand by such Funding Party (with a copy to the Agent), then from time to time the Borrower will Lessee shall pay to such Lender Funding Party such additional amount or amounts as will compensate such Lender or Funding Party for such Lender’s holding company reduction, but in no event shall the Lessee be liable for any amounts incurred more than 90 days prior to receipt of such reduction suffereddemand. (c) Each Funding Party will promptly notify the Lessee and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Funding Party to compensation pursuant to this Section and will designate a different Funding Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Funding Party, be otherwise disadvantageous to such Funding Party. A certificate of a Lender any Funding Party claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such Lender the amount shown as due on amount, such Funding Party may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on Notwithstanding the part of foregoing, in the event the Lessee is required to pay any Lender to demand compensation Funding Party amounts pursuant to Section 7.6 or this ----------- Section shall 7.7 and the designation of a different Funding Office pursuant to ----------- Section 7.6 or Section 7.7 will not constitute a waiver avoid the need for compensation to such ----------- ----------- Funding Party (an "Affected Funding Party"), the Lessee may give notice to such ---------------------- Affected Funding Party (with copies to the Agent) that it wishes to seek one or more assignees (which may be one or more of the Funding Parties) to assume the Commitment of such Lender’s right Affected Funding Party and to demand such compensationpurchase its outstanding Funded Amounts; provided, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered if there is more than nine months prior one Affected Funding Party which -------- has requested substantially and proportionally equal compensation hereunder, the Lessee shall elect to seek an assignee to assume the Commitments of all such Affected Funding Parties. Each Affected Funding Party agrees to sell its Commitment, Funded Amounts and interest in the Operative Documents in accordance with Section 6 to any such assignee for an amount equal to the date that such Lender notifies the Borrower sum of the Change in Law giving rise --------- outstanding unpaid principal of and accrued interest or Yield on such Funded Amounts, plus all other fees and amounts (including, without limitation, any compensation due to such increased costs Affected Funding Parties under Section 7.6 or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).this -----------

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: (i) subject any Lender (or its Lending Office) to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified ​ ​ Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes); or (ii) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any and Lender (except any reserve requirement reflected in or its Lending Office)or on the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), Lending Office) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or its Lending Office) or under any other amount) Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, upon request of within 15 days after demand by such LenderLender (with a copy to the Administrative Agent), the Borrower will shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances Loans made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, 10.1, 10.3 and 12.1 and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent manifest errorif reasonably determined. The Borrower shall pay In determining such amount, such Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If In the event that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor or any Participant with any request or directive after the date hereofhereof (whether or not having the force of law) of any such authority, a Change in Law shallcentral bank or comparable agency: (i) impose, modify does or deem applicable any reserve, special deposit, compulsory loan, insurance charge shall subject the Lessor or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender such Participant to any additional tax of any kind whatsoever with respect to this Agreement the Operative Documents or any Euro-Dollar Advances Advance made by itsuch Person or any purchase of a Participation Interest in any Advance, or change the basis or the applicable rate of taxation of payments to the Lessor or such Lender in respect thereof Participant of its Participation Interest or any other amount payable hereunder (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of or change in any tax on or measured by the overall net income of the Lessor or such Participant (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any change other acquisition of funds by, any office of the Lessor or such Participant which are not otherwise included in determination of the rate of, any Excluded Tax payable by such Lender)of interest on Advances hereunder; or (iii) does or shall impose on any Lender the Lessor or the London interbank market such Participant any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to the Lessor or such Lender Participant of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (its Advances or of purchasing or maintaining its obligation to make Participation Interest in any such Advance), Advance or to reduce the any amount of any sum received or receivable by such Lender hereunder (whether of principalwith respect thereto, interest or any other amount) then, in any such case the Lessee shall promptly pay the Lessor or such Participant, as the case may be, upon request of its demand, on an After Tax Basis any additional amounts necessary to compensate the Lessor or such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender Participant for such additional costs incurred increased cost or reduction sufferedreduced amount receivable which the Lessor or such Participant deems to be material as determined by the Lessor or such Participant. (b) If any Lender determines that any Change in Law affecting such Lender the Lessor or any lending office Participant shall have determined that, after the date hereof, the adoption of such Lender any applicable law, rule or such Lender’s holding company, if any, regulation regarding capital requirements adequacy, or liquidity requirements 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, or 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 such Lender’s capital or on the capital of the Lessor or such Lender’s holding companyParticipant, if anyas the case may be (or any entity directly or indirectly controlling the Lessor or such Participant), as a consequence of this Agreement, the Revolver Commitments of Lessor's or such Lender or Participant's obligations under the Advances made by, or the participations in Swing Advances held by, such Lender, Operative Documents to a level below that which such Lender the Lessor or such Lender’s holding company Participant (or any entity directly or indirectly controlling the Lessor or such Participant), as applicable, could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by the Lessor or such Participant to be material, then from time to time time, within 15 days after demand by the Borrower will Lessor or such Participant (with a copy to the Agent), the Lessee shall pay to the Lessor or such Lender Participant, as the case may be, on an After Tax Basis, such additional amount or amounts as will compensate such Lender Participant (or its parent) or the Lessor for such Lender’s holding company for any such reduction sufferedreduction. (c) A certificate The Lessor and each Participant will promptly notify the Lessee and the Agent of a Lender setting forth any event of which it has knowledge, occurring after the amount date hereof, which will entitle the Lessor or amounts necessary to compensate such Lender or its holding companyParticipant, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not constitute unreasonably be withheld), designate a waiver different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor or such Lender’s right Participant, as applicable, be otherwise disadvantageous to demand the Lessor or such compensation, provided that Participant. A certificate of the Borrower shall not be required to compensate a Lender pursuant to Lessor or any Participant claiming compensation under this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower and setting forth in reasonable detail its computation of the Change in Law giving rise additional amount or amounts to such increased costs or reductions and of such Lender’s intention be paid to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above it hereunder shall be extended to include conclusive in the period absence of retroactive effect thereof)manifest error. In determining such amount, the Lessor or such Participant, as the case may be, may use any reasonable averaging and attribution methods. This Section shall survive the termination of this Participation Agreement and payment of the outstanding Advances and Participation Interests.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in of Law shallor compliance by the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), and (B) with respect to any Foreign Currency Loan any such requirement included in the applicable Adjusted IBOR Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Bank (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentageor its Lending Office); or or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender Bank (or its Lending Office) or on the London interbank market any other conditioncondition affecting its Fixed Rate Loans, cost its Notes or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Lending Office) of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder Bank (whether of principalor its Lending Office) under this Agreement or under its Notes with respect thereto, interest or any other amount) by an amount deemed by such Bank to be material, then, upon request of within 15 days after demand by such LenderBank (with a copy to the Agent), the Borrower will shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines Bank shall have determined that after the date hereof the adoption of any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any lending office of change therein, or any change in the interpretation or administration thereof, or compliance by such Lender Bank (or such Lender’s holding company, if any, its Lending Office) with any request or directive regarding capital requirements adequacy (whether or liquidity requirements not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender’s Bank's capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, its obligations hereunder to a level below that which such Lender or such Lender’s holding company Bank could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s the Bank's policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by the Bank to be material, then from time to time time, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower will shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender or Bank for such Lender’s holding company for any such reduction sufferedreduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of a Lender any Bank claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such Lender the amount shown as due on amount, any such certificate within 10 days after receipt thereofBank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s Bank's right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender any Bank pursuant to this Section for any increased costs incurred or reductions suffered incurred more than nine months that 120 days prior to the date that such Lender Bank notifies the Borrower of the Change in of Law giving rise to such increased costs or reductions and of such Lender’s Bank's intention to claim compensation therefor (except thattherefor; provided, further, that if the Change in of Law giving rise to such increased costs or reductions is retroactive, then the nine120-month day period referred to above shall be extended to include the period of retroactive effect thereof). (e) The provisions of this Section 8.03 shall be applicable with respect to any Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Transferee.

Increased Cost and Reduced Return. (a) If In the event during the Term that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor with any request or directive after the date hereofhereof (whether or not having the force of law) of any such authority, a Change in Law shallcentral bank or comparable agency: (i) impose, modify does or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for shall subject the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender Lessor to any additional tax of any kind whatsoever with respect to this Agreement the Operative Documents or any Euro-Dollar Advances Advance made by it, or change the basis or the applicable rate of taxation of payments to such Lender in respect thereof the Lessor of principal, interest or any other amount payable hereunder (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of or change in any tax on or measured by the overall net income of the Lessor (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances -60- 62 or loans by, or other credit extended by, or any change other acquisition of funds by, any office of the Lessor which are not otherwise included in determination of the rate of, any Excluded Tax payable by such Lender)of interest on Advances hereunder; or (iii) does or shall impose on any Lender or the London interbank market Lessor any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender the Lessor of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), Advances or to reduce any amount receivable hereunder, then in any such case, the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) thenLessee shall promptly pay to the Lessor, upon request of such Lenderdemand, any additional amounts necessary to compensate the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender Lessor for such additional costs incurred increased cost or reduction sufferedreduced amount receivable which the Lessor deems to be material as determined by the Lessor with respect to its Advances. (b) If the Lessor shall have determined that, after the date hereof the adoption of any Lender determines that any Change in Law affecting such Lender applicable law, rule or regulation regarding capital adequacy, or any lending office of such Lender change therein, or such Lender’s holding companyany change in the interpretation or administration thereof by any governmental authority, if anycentral bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital requirements adequacy (whether or liquidity requirements 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 such Lender’s capital or on the capital of such Lender’s holding company, if any, the Lessor (or any entity directly or indirectly controlling the Lessor) as a consequence of this Agreement, the Revolver Commitments of such Lender or Lessor's obligations under the Advances made by, or the participations in Swing Advances held by, such Lender, Operative Documents to a level below that which such Lender the Lessor (or such Lender’s holding company any entity directly or indirectly controlling the Lessor) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by the Lessor to be material, then from time to time time, within fifteen (15) days after demand by the Borrower will Lessor, the Lessee shall pay to such Lender the Lessor such additional amount or amounts as will compensate the Lessor (or its Parent) for such Lender or such Lender’s holding company for any such reduction sufferedreduction. (c) The Lessor will promptly notify the Lessee of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lessor to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor, be otherwise disadvantageous to the Lessor. A certificate of a Lender the Lessor claiming compensation under this Section and setting forth in reasonable detail its computation of the additional amount or amounts necessary to compensate be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such Lender or its holding companyamount, as the case Lessor may be, as specified in paragraph use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing clauses (a) or and (b) of this Section and delivered 26.10, the Lessee shall only be obligated to compensate the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the Lessor for any amount shown as due on any such certificate within 10 days after receipt thereof.arising or accruing both: (di) Failure during (A) any time or delay period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period in effect on the part date which, and (y) in the case of any Lender to demand compensation pursuant to this Section shall subsection (b), not constitute a waiver of such Lender’s right earlier than the date on which the Lessor notifies the Lessee that it proposes to demand such compensationcompensation and identifies to the Lessee the statute, provided regulation or other basis upon which the claimed compensation is or will be based and (B) any time or period during which, because of the retroactive application of such statute, regulation or other basis, the Lessor did not know that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred such amount would arise or reductions suffered more than nine accrue; and (ii) within six months prior to the date that such Lender notifies the Borrower any written demand therefor, accompanied by a certificate of the Change Lessor claiming compensation and setting forth in Law giving rise reasonable detail its computation of the additional amount or amounts to such increased costs or reductions and of such Lender’s intention be paid to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)it hereunder.

Increased Cost and Reduced Return. (a) If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a Change “Regulatory Change”) (a) subjects any Funding Party to any charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the “Funding Documents”) imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender of the Funding Parties, (except any reserve requirement reflected in d) has the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender to any tax effect of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in reducing the rate ofof return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, any Excluded Tax payable by change or compliance (taking into consideration such Lender); or Funding Party’s policies concerning capital adequacy) or (iiie) impose on any Lender or the London interbank market imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender of making, continuing, converting to, or maintaining any Euro-Dollar Advance (Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Advance)interest acquired under any Funding Document, or (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender hereunder (whether reference to the amount of principalinterests held or amounts received by it hereunder, interest or any other amount) then, upon request of such Lenderdemand by the Agent or the applicable Purchaser Agent, the Borrower will Seller shall pay to such Lender the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such additional amount or amounts as will compensate the Agent, such Lender Purchaser Agent or such Purchaser (or, in the case of any Conduit Purchaser, will enable such Conduit Purchaser to compensate any Funding Source) for such additional costs incurred increased cost or reduction suffered. (b) reduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of each Liquidity Provider’s Commitment is treated as a “short term commitment” for which there is no regulatory capital requirement. If any Lender Liquidity Provider determines that any Change in Law affecting such Lender it is required to maintain capital against its Unused Commitment (or any lending office Purchaser is required to maintain capital against its Investment) in excess of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not capital it would be required to compensate maintain against a Lender pursuant funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)6.2.

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shall: Law: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, shall subject any Lender (except or its Lending Office) or any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender L/C Issuer to any tax of any kind whatsoever tax, duty or other charge with respect to this Agreement or any Euro-Dollar Advances made by itits Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to such any Lender (or its Lending Office) or any L/C Issuer of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(eof its Eurocurrency Loans, Letter(s) and the imposition ofof Credit, or any change in the rate ofparticipations therein, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is Reimbursement Obligations owed to increase the cost to such Lender of making, continuing, converting toit, or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)Eurocurrency Loans, issue a Letter of Credit, or to reduce acquire participations therein (except for changes in the amount rate of any sum received tax on the overall net income or receivable by profits of such Lender hereunder (whether of principal, interest or any other amountits Lending Office) then, upon request of or such Lender, L/C Issuer imposed by the Borrower will pay to jurisdiction in which such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.(or (b) If any Lender determines Lender, any L/C Issuer, or the Administrative Agent shall have determined that any Change in Law affecting such Lender or such L/C Issuer or any lending office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital requirements or liquidity requirements requirements, has or would have had the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s or such corporation’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, its obligations hereunder to a level below that which such Lender or such Lender’s holding company L/C Issuer or such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s or such corporation’s policies and the policies of such Lender’s holding company with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Lender or such L/C Issuer or such corporation to be material, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate time, within 15 days after demand by such Lender or such Lender’s holding company for any such reduction suffered.L/C Issuer (with a copy to the Administrative (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Each Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of each L/C Issuer that determines to seek compensation under this Section and delivered to 9.3 shall notify the Borrower shall be conclusive absent manifest error. The Borrower shall pay and the Administrative Agent of the circumstances that entitle the Lender or the L/C Issuer to such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute 9.3 and will designate a waiver different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender’s right Lender or such L/C Issuer, be otherwise disadvantageous to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to or such L/C Issuer. A certificate of any Lender or any L/C Issuer claiming compensation under this Section for any increased costs incurred 9.3 and setting forth the additional amount or reductions suffered more than nine months prior amounts to be paid to it hereunder shall be conclusive in the date that absence of manifest error. In determining such amount, such Lender notifies the Borrower of the Change in Law giving rise to or such increased costs or reductions L/C Issuer may use any reasonable averaging and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)attribution methods.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change in of Law shallor compliance by the Lender with any request or directive (whether or not having the force of law) of any Governmental Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage)Lender; or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any the Lender or on the United States market for certificates of deposit or the London interbank market any other condition, cost condition affecting Loans or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinits obligation to make Revolving Loans; and the result of any of the foregoing is to increase the cost to such the Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)Loan, or to reduce the amount of any sum received or receivable by such the Lender hereunder (whether of principalunder this Agreement with respect thereto, interest or any other amount) by an amount deemed by the Lender to be material, then, upon request of such within fifteen (15) days after demand by the Lender, the Borrower will shall pay to such the Lender such additional amount or amounts as will compensate such the Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any the Lender determines shall have determined that after the date hereof, any Change in Law affecting such Lender of Law, or any lending office of such change in the interpretation or administration thereof, or compliance by the Lender with any request or such Lender’s holding company, if any, directive regarding capital requirements adequacy (whether or liquidity requirements not having the force of law) by any Governmental Authority, has or would have the effect of reducing the rate of return on such the Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, its obligations hereunder to a level below that which such the Lender or such Lender’s holding company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration such the Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by the Lender to be material, then from time to time time, within fifteen (15) days after demand by the Lender, the Borrower will shall pay to such the Lender such additional amount or amounts as will compensate the Lender for such Lender or such Lender’s holding company for any such reduction sufferedreduction. (c) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of a the Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered be paid to the Borrower it hereunder shall be conclusive absent in the absence of manifest error. The Borrower shall pay In determining such amount, the Lender the amount shown as due on may use any such certificate within 10 days after receipt thereofreasonable averaging and attribution methods. (d) Failure or delay on the part The provisions of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver be applicable with respect to any participant, assignee or other transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Lender’s right to demand such compensationparticipant, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred assignee or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)other transferee.

Increased Cost and Reduced Return. ​ (a) If after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (a) If after the Sixth Amendment Effective Date, a Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage)with respect to this Agreement; orConformed Credit Agreement - Page 116 ‌ 140760.01015/126600145v.2 ‌ ​ (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninesix-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a any Change in Law shallof Law: (i) shall impose, modify modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage)Lender; or (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) shall impose on any Lender or on the London interbank United States market for certificates of deposit any other conditioncondition affecting the Aggregate Advances, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation thereinon any Lender’s obligation to make Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)the Aggregate Advances, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalunder this Agreement with respect thereto, interest or any other amount) then, upon request of such Lenderin accordance with Section 7.01(c), the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines shall have determined in good faith that after the date hereof that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, their obligations hereunder to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the then, in accordance with 7.01(c), Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or for such Lender’s holding company for any such reduction sufferedreduction. (c) A certificate Each affected Lender will promptly notify Borrower and the Agent of a Lender setting forth any event of which it has knowledge, occurring after the amount or amounts necessary to compensate date hereof, which will entitle such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver Section. A certificate of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to claiming compensation under this Section for any increased costs incurred and setting forth the additional amount or reductions suffered more than nine months prior amounts to be paid to it hereunder shall be conclusive in the date that absence of manifest error. In determining such amount, such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions may use any reasonable averaging and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)attribution methods.

Increased Cost and Reduced Return. (a) If In the event that the adoption of any applicable law, rule or regulation, or any change therein or in the interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor or any Participant with any request or directive after the date hereofhereof (whether or not having the force of law) of any such authority, a Change in Law shallcentral bank or comparable agency: (i) impose, modify does or deem applicable any reserve, special deposit, compulsory loan, insurance charge shall subject the Lessor or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender such Participant to any additional tax of any kind whatsoever with respect to this Agreement the Operative Documents or any Euro-Dollar Advances Advance made by itsuch Person or any purchase of a Participation Interest in any Advance, or change the basis or the applicable rate of taxation of payments to the Lessor or such Lender in respect thereof Participant of its Participation Interest or any other amount payable hereunder (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of or change in any tax on or measured by the overall net income of the Lessor or such Participant (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or hold applicable any reserve, special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any change other acquisition of funds by, any office of the Lessor or such Participant which are not otherwise included in determination of the rate of, any Excluded Tax payable by such Lender)of interest on Advances hereunder; or (iii) does or shall impose on any Lender the Lessor or the London interbank market such Participant any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and the result of any of the foregoing is to increase the cost to the Lessor or such Lender Participant of making, continuing, converting to, making or maintaining any Euro-Dollar Advance (its Advances or of purchasing or maintaining its obligation to make Participation Interest in any such Advance), Advance or to reduce any amount receivable hereunder with respect thereto, then in any such case, prior to the amount of any sum received Completion Date, the Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall promptly pay the Lessor or receivable by such Lender hereunder (whether of principalParticipant, interest or any other amount) thenas the case may be, upon request of its demand, on an After Tax Basis, any additional amounts necessary to compensate the Lessor or such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender Participant for such additional costs incurred increased cost or reduction sufferedreduced amount receivable which the Lessor or such Participant deems to be material as determined by the Lessor or such Participant. (b) If any Lender determines that any Change in Law affecting such Lender the Lessor or any lending office Participant shall have determined that, after the date hereof, the adoption of such Lender any applicable law, rule or such Lender’s holding company, if any, regulation regarding capital requirements adequacy, or liquidity requirements 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, or 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 such Lender’s capital or on the capital of the Lessor or such Lender’s holding companyParticipant, if anyas the case may be (or any entity directly or indirectly controlling the Lessor or such Participant), as a consequence of this Agreement, the Revolver Commitments of Lessor's or such Lender or Participant's obligations under the Advances made by, or the participations in Swing Advances held by, such Lender, Operative Documents to a level below that which such Lender the Lessor or such Lender’s holding company Participant (or any entity directly or indirectly controlling the Lessor or such Participant), as applicable, could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s its policies and the policies of such Lender’s holding company with respect to capital adequacy)) by an amount deemed by the Lessor or such Participant to be material, then from time to time time, within 15 days after demand by the Borrower will Lessor or such Participant (with a copy to the Agent), prior to the Completion Date, the Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall pay to the Lessor or such Lender Participant, as the case may be, on an After Tax Basis, such additional amount or amounts as will compensate such Lender Participant (or its parent) or the Lessor for such Lender’s holding company for any such reduction sufferedreduction. (c) A certificate The Lessor and each Participant will promptly notify the Lessee and the Agent of a Lender setting forth any event of which it has knowledge, occurring after the amount date hereof, which will entitle the Lessor or amounts necessary to compensate such Lender or its holding companyParticipant, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not constitute unreasonably be withheld), designate a waiver different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor or such Lender’s right Participant, as applicable, be otherwise disadvantageous to demand the Lessor or such compensation, provided that Participant. A certificate of the Borrower shall not be required to compensate a Lender pursuant to Lessor or any Participant claiming compensation under this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower and setting forth in reasonable detail its computation of the Change in Law giving rise additional amount or amounts to such increased costs or reductions and of such Lender’s intention be paid to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above it hereunder shall be extended to include conclusive in the period absence of retroactive effect thereof)manifest error. In determining such amount, the Lessor or such Participant, as the case may be, may use any reasonable averaging and attribution methods. This Section shall survive the termination of this Participation Agreement and payment of the outstanding Advances and Participation Interests.

Increased Cost and Reduced Return. (a) If after the date hereof, a any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law shall: (i) imposethat subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of such Affected Entity or Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Lender by such Affected Entity pursuant to any tax of any kind whatsoever with respect to this Funding Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market that imposes any other condition, cost or expense affecting this Agreement or Euro-Dollar Advances by such Lender or participation therein; and condition the result of any of the foregoing which is to increase the cost to such Lender Affected Entity of making, continuing, converting toperforming its obligations under any Funding Agreement, or maintaining to reduce the rate of return on such Affected Entity’s capital as a consequence of its obligations under any Euro-Dollar Advance (or of maintaining its obligation to make any such Advance)Funding Agreement, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether Affected Entity under any Funding Agreement or to require any payment calculated by reference to the amount of principalinterests or loans held or interest received by it, interest or any other amount) then, upon request demand by the applicable Co-Agent, on behalf of such LenderAffected Entity, the and receipt by Borrower will of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Lender Co-Agent, as applicable, for the benefit of such additional amount Affected Entity, such amounts charged to such Affected Entity or such amounts as will to otherwise compensate such Lender Affected Entity for such additional costs incurred increased cost or reduction sufferedsuch reduction. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “▇▇▇▇ ▇▇▇▇▇ Act”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office (i) Without limiting the generality of such Lender or such Lender’s holding companythe foregoing, if anyBorrower shall be required by applicable law to deduct any Indemnified Taxes from any payments made to any Affected Entity, regarding capital requirements or liquidity requirements has or then (a) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have the effect of reducing the rate of return on received had no such Lender’s capital or on the capital of deductions been made, (b) Borrower shall make such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies deductions and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent, the applicable Co-Agent the original or a certified copy of a Lender setting forth receipt issued by such Governmental Authority evidencing such payment, a copy of the amount return reporting such payment or amounts necessary other evidence of such payment reasonably satisfactory to compensate the Administrative Agent or such Lender or its holding companyCo-Agent, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) Increased Costs Generally. If after the date hereof, a any Change in Law shall:: 87 748271253 (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except or any reserve requirement reflected in the applicable Euro-Dollar Reserve Percentage); orL/C Issuer; (ii) subject any Lender Recipient to any tax Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by itthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12(e) and the imposition ofother obligations, or any change in the rate ofits deposits, any Excluded Tax payable by such Lender)reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Euro-Dollar Advances SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing or maintaining any Euro-Dollar Advance (SOFR Loan or of maintaining its obligation to make any such AdvanceLoan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by, or the participations in Swing Advances held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).