Common use of Additional Costs Capital Adequacy Clause in Contracts

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Tax, or (B) Tax described in clauses (a)(2), (b), (c), or (d) of the definition of Excluded Taxes; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such Borrower of the certificate required by clause (c) of this Section (with a copy to the Agent), such Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the definition of Excluded Taxesjurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any ay Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 8.01 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower obligation hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted issued, promulgated or implemented

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation regulation, or treaty or directive by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office State Street with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) State Street to any Tax tax, duty or other charge with respect to its Funding Loans, its Note or its Liquidity Commitment or its Funding Loan Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower State Street of the principal of or interest on its Funding Loans or any other amounts (e.g., interests or fees) due under this Agreement or its Liquidity Commitment or Funding Loan Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of franchise taxes payable by, State Street imposed by the definition of Excluded Taxesjurisdiction in which State Street's principal office is located; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) State Street or shall impose on any Bank (or its Applicable Lending Office) State Street any other condition affecting its Funding Loans, its Note or its Liquidity Commitment or Funding Loan Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank State Street any other conditions or requirements with respect to this AgreementAgreement or any Funding Loan Document, the other Loan Documents, the Funding Loans or such Bank’s its Liquidity Commitment or Funding Loan Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) State Street of making, funding, issuing, renewing, extending or maintaining any Funding Loan to such Borrower or such Bank’s its Liquidity Commitment in favor of such Borroweror Funding Loan Commitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower State Street under this Agreement or under its Note with respect theretothereto or any Funding Loan Document, by an amount deemed by such Bank State Street in its sole discretion to be material, then, promptly upon demand by such Bank (State Street, and in any event within thirty (30) days after demand by such Bank) and delivery to such Borrower of State Street, the certificate required by clause (c) of this Section (with a copy to the Agent), such Borrower applicable Fund shall pay to such Bank State Street the additional amount or amounts as will compensate such Bank State Street for such increased cost or reduction; provided, however, that for purposes of this Agreement, the Xxxx‑Xxxxx Xxxx Street Reform and Consumer Protection Act, all requests, rules, regulations, guidelines or directives in connection therewith and all requests, rules, regulations, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, shall be deemed to have been adopted and become effective after the date hereof. (b) If any Bank State Street shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank State Street (or its parent corporation) as a consequence of such Bank’s the Funding Loans to a Borrower or the other obligations to such Borrower of State Street hereunder to a level below that which such Bank State Street (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank State Street to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (State Street, and in any event within thirty (30) days after demand by such Bank) such Borrower State Street, the applicable Fund shall pay to such Bank State Street such additional amount or amounts as will compensate such Bank State Street (or its parent corporation) for such reduction. (c) Each Bank State Street will promptly notify each Borrower and the Agent applicable Fund of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank State Street to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 10.1 and will designate a different Applicable Lending Office 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 BankState Street, be otherwise disadvantageous to such BankState Street. A certificate of any Bank State Street claiming compensation under this Section 10.1 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank State Street may use any reasonable averaging and attribution methods. (d) Failure . Any failure or delay on the part of any Bank State Street to demand compensation pursuant to this Section 10.1 shall not constitute a waiver of such Bank’s State Street's right to demand such compensation; provided provided, however, that the Borrowers applicable Fund shall not be required to compensate a Bank State Street pursuant to this Section 10.1 for any increased costs or reductions amounts incurred more than nine six (6) months prior to the date that State Street notifies such Bank notifies the Borrowers Fund of the change or other matter giving rise to such increased costs or reductions thereto and of such Bank’s State Street's intention to claim compensation therefor; provided further that, if the change or other matter giving rise to such increased costs or reductions amounts is retroactive, then the nine six (6) month period referred to above shall be extended to include the period of retroactive effect thereof.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction.. January 28, 2015 (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Dodx-Xxaxx Xxxx Xxreet Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in each case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not January 28, 2015 having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in each case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its Applicable Lending Office or any Non-Excluded Taxes described in clauses (a)(2Section 2.10(c), (b), (c), or (d) of the definition of Excluded Taxes; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any amounts incurred more than three months prior to the date that such Bank notifies the Borrower of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 8.01, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of the definition of franchise taxes payable by, such Bank or its Applicable Lending Office or any Non-Excluded TaxesTaxes covered by Section 2.10(c); or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any amounts incurred more than three months prior to the date that such Bank notifies the Borrower of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) 3.6.1 If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) Lender to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower Lender of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of the definition of franchise taxes payable by, such Lender or its Applicable Lending Office or any Non-Excluded TaxesTaxes covered by Section 3.2; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) Lender or shall impose on any Bank (or its Applicable Lending Office) Lender any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank Lender any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such BankLender’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) Lender of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such BankLender’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower Lender under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, promptly upon demand by such Bank Lender (and in any event within thirty (30) days after demand by such BankLender) and delivery to such the Borrower of the certificate required by clause (c) of this Section (with a copy to hereof, the Agent), such Borrower shall pay to such Bank Lender the additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. (b) 3.6.2 If any Bank Lender shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank Lender (or its parent corporation) as a consequence of such BankLender’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank Lender (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) Lender (and in any event within thirty (30) days after demand by such BankLender) such the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its parent corporation) for such reduction; provided, however, that notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by any Lender for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in law giving rise to a payment or indemnity obligation by the Borrowers under this Section 3.6.2, regardless of the date enacted, adopted or issued. (c) 3.6.3 Each Bank Lender will promptly notify each the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 3.6 and will designate a different Applicable Lending Office 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 BankLender, be otherwise disadvantageous to such BankLender; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.6 for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank Lender claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof Effective Date in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authorityAuthority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof Effective Date shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Tax, or (B) Tax described in clauses (a)(2), (b), (c), or (d) of the definition of Excluded Taxes; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof Effective Date in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof Effective Date in the interpretation or administration thereof by any governmental authorityAuthority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereofEffective Date, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereofEffective Date, which will entitle such Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any amounts incurred more than three months prior to the date that such Bank notifies the Borrower of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) 3.6.1. If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) Lender to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower Lender of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of the definition of franchise taxes payable by, such Lender or its Applicable Lending Office or any Non-Excluded TaxesTaxes covered by Section 3.2; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) Lender or shall impose on any Bank (or its Applicable Lending Office) Lender any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank Lender any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such BankLender’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) Lender of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such BankLender’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower Lender under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, promptly upon demand by such Bank Lender (and in any event within thirty (30) days after demand by such BankLender) and delivery to such the Borrower of the certificate required by clause (c) of this Section (with a copy to hereof, the Agent), such Borrower shall pay to such Bank Lender the additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. (b) 3.6.2. If any Bank Lender shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank Lender (or its parent corporation) as a consequence of such BankLender’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank Lender (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) Lender (and in any event within thirty (30) days after demand by such BankLender) such the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its parent corporation) for such reduction; provided, however, that notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by any Lender for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in law giving rise to a payment or indemnity obligation by the Borrowers under this Section 3.6.2, regardless of the date enacted, adopted or issued. (c) 3.6.3. Each Bank Lender will promptly notify each the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 3.6 and will designate a different Applicable Lending Office 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 BankLender, be otherwise disadvantageous to such BankLender; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.6 for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank Lender claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction.. January 28, 2015 (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in each case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the definition of Excluded Taxesjurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the definition of Excluded Taxesjurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and or capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) . Failure or delay on the part of any Bank to demand compensation pursuant to this Section 8.01 shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a any Bank pursuant to this Section 8.01 for any increased costs or reductions amounts incurred more than nine six (6) months prior to the date that such Bank notifies the Borrowers Borrower of the change or other matter giving rise to such increased costs or reductions thereto and of such Bank’s intention to claim compensation therefor; provided further that, if the change or other matter giving rise to such increased costs or reductions amounts is retroactive, then the nine six (6) month period referred to above shall be extended to include the period of retroactive effect thereof.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction.. January 28, 2015 (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Doxx-Xrxxx Xxxx Xtreet Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in each case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its LoansLoan(s), its Note Note(s) or its Commitment, in each case with respect to any BorrowerCommitment(s), or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans Loan(s) or any other amounts due under this Agreement or its CommitmentCommitment(s), in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the definition of Excluded Taxesjurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its LoansLoan(s), its Note Note(s) or its Commitment, in each case with respect to such BorrowerCommitment(s); or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans its Loan(s) or such Bank’s Commitment, in each case with respect to such Borrowerits Commitment(s); and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its LoansLoan(s), its Note Note(s) or its Commitment, in each case with respect to any BorrowerRevolving Commitment(s), or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans Loan(s) or any other amounts due under this Agreement or its CommitmentRevolving Commitment(s), in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the definition of Excluded Taxesjurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its LoansLoan(s), its Note Note(s) or its Commitment, in each case with respect to such BorrowerRevolving Commitment(s); or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans its Loan(s) or such Bank’s Commitment, in each case with respect to such Borrowerits Revolving Commitment(s); and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerRevolving Commitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction.. January 28, 2015 (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in each case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Tax, or (B) Tax described in clauses (a)(2a)(ii), (b), (c), or (d) of the definition of Excluded Taxes; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such Borrower of the certificate required by clause (c) of this Section (with a copy to the Agent), such Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered TaxIndemnified Taxes or Other Taxes covered by Section 2.12 and the imposition of, or (B) Tax described any change in clauses (a)(2)the rate of, (b), (c), or (d) of the definition of any Excluded TaxesTax; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any ay Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such and delivery to the Borrower of the certificate required by clause (c) hereof (with a copy to the Agent) the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 8.01 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Bank’s right to demand such compensation; , provided that the Borrowers Borrower shall not be required to compensate a Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions incurred suffered more than nine months prior to the date that such Bank notifies the Borrowers Borrower of the new law, rule or regulation or any change in law, rule or regulation or other circumstance giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further therefor (except that, if the new law, rule or regulation, or change in law, rule or regulation or other circumstance giving rise to such increased costs or reductions is retroactive, then the nine nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(109), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section January 28, 2015 I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in each case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction.; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. Credit Suisse Family of Funds June 10, 2009 Page 7 (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented. Credit Suisse Family of Funds June 10, 2009 Page 8

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of the definition of franchise taxes payable by, such Bank or its Applicable Lending Office or any Non-Excluded TaxesTaxes covered by Section 2.10(c); or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitmentthe Bank’s commitment hereunder; or Credit Suisse Family of Funds November 3, in each case with respect to such Borrower; or2017 (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Credit Suisse Family of Funds November 3, 2017 (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the definition of Excluded Taxesjurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (cSection 8.01(c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, (i) such Bank may use any reasonable averaging and attribution methods, and (ii) such Bank agrees that the treatment of the Borrower under this Section 8.01 shall, on the whole, be no less favorable to the Borrower than the treatment afforded by such Bank to other similarly situated borrowers. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section 8.01 shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs incurred or reductions incurred suffered more than nine six months prior to the date that such Bank notifies the Borrowers Borrower of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction.; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. Credit Suisse Family of Funds June 10, 2009 Page 7 (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change (other than any change by way of imposition or increase of any reserve requirements reflected in the Adjusted LIBOR Offered RateTerm SOFR) after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authorityAuthority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable ApplicableDomestic Lending Office with any request or directive (whether or not having the force of law) of any such authorityAuthority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: : (i) subject any Bank (or its Applicable ApplicableDomestic Lending Office) to any Tax tax, duty or other charge (without duplication of any amounts due under Section 2.09 of this Agreement) with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable ApplicableDomestic Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for (x) any (A) Covered Taxtax on, or changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its ApplicableDomestic Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or ApplicableDomestic Lending Office is located, or (By) Tax described in clauses (a)(2)any taxes imposed as a result of a present or former connection between such Bank or its ApplicableDomestic Lending Office and the jurisdiction imposing such tax other than a connection arising solely as a result of such Bank or its ApplicableDomestic Lending Office having executed, (b), (c)delivered or performed its obligations or received payments under, or (d) of the definition of Excluded Taxesenforced, this Agreement; or or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such Borrower of the certificate required by clause (c) of this Section (with a copy to the Agent), such Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.USA.605252047.1/MPD 57

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change (other than any change by way of imposition or increase of any reserve requirements reflected in the Adjusted LIBOR Offered Rate) after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authorityAuthority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authorityAuthority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge (without duplication of any amounts due under Section 2.09 of this Agreement) with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for (x) any (A) Covered Taxtax on, or changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located, or (By) Tax described in clauses (a)(2)any taxes imposed as a result of a present or former connection between such Bank or its Applicable Lending Office and the jurisdiction imposing such tax other than a connection arising solely as a result of such Bank or its Applicable Lending Office having executed, (b), (c)delivered or performed its obligations or received payments under, or (d) of the definition of Excluded Taxesenforced, this Agreement; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (cd) of this Section (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authorityAuthority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authorityAuthority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Bank notifies the Borrower of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the BorrowersBorrower, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, the adoption of or any change after the date hereof in any Requirement of Law or in the interpretation or administration of application thereof applicable to any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofCreditor, or compliance by any Bank or its Applicable Lending Office Creditor with any request or directive (whether or not having the force of law) of from any such authority, central bank or comparable agency other Governmental Authority, in connection therewith issued, promulgated or enacted after each case made subsequent to the date hereof shall:(or, if later, the date on which such Creditor becomes a Creditor hereunder): (i) shall subject any Bank (or its Applicable Lending Office) such Creditor to any Tax with respect to its Loans, its Note or its Commitment, in each case tax of any kind whatsoever with respect to any BorrowerLetter of Credit issued or maintained by it, any Fixed Rate Loan made or maintained by it, or shall its obligation to issue or participate in Letters of Credit or make Fixed Rate Loans, or change the basis of taxation of payments to any Bank such Creditor in respect thereof (except for Taxes covered by Section 3.4 and changes in taxes measured by or imposed upon the overall net income, or franchise taxes (imposed in lieu of such net income tax), of such Creditor or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans applicable lending office, branch, or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Tax, or (B) Tax described in clauses (a)(2affiliate thereof), (b), (c), or (d) of the definition of Excluded Taxes; or; (ii) shall impose, modify or deem hold applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, insurance assessment compulsory loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans, letters of credit or other extensions of credit extended by, or any other acquisition of funds by, any Bank (office of such Creditor, which requirement is not otherwise included in the determination of the Eurodollar Rate or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrowerthe LIBO Rate hereunder; or (iii) shall impose on any Bank such Creditor any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrowercondition; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) Creditor of making, funding, issuing, renewing, extending maintaining or participating in Letters of Credit or of making or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such Borrower, Fixed Rate Loans or to reduce the any amount receivable hereunder in respect thereof or of any sum received or receivable its Revolving Commitment hereunder, then from time to time, within 2 Business Days after submission by such Bank (or its Applicable Lending Office) from such Creditor to the Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such Borrower of the certificate required by clause (c) of this Section (with a copy to the Agent)) of a written request therefor, such the Borrower shall pay to such Bank the Creditor (i) any additional amounts necessary to compensate such Creditor for such increased cost or reduced amount receivable attributable to its issuance, maintenance or participation in any Letters of Credit or its making or maintaining any Fixed Rate Loans, and such additional amount or amounts as will compensate such Bank Creditor for such increased cost or reductionreduced amounts receivable attributable to this Agreement, such Creditor's obligation to issue, maintain or participate in Letters of Credit, such Creditor's Revolving Commitment and the credit facilities provided hereunder; provided that, in any such case, if the compensation required to by provided by it hereunder relates to a Fixed Rate Loan, the Borrower may elect to convert the Affected Fixed Rate Loans made by the relevant Lender to it hereunder to Base Rate Loans by giving the Agent at least one Business Day's notice of such election, in which case the Borrower shall promptly pay to the Agent for the account of such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.5. If any Creditor becomes entitled to claim any additional amounts pursuant to this Section 3.3, it shall provide prompt notice thereof to the Borrower, through the Agent. Such notice as to any additional amounts payable pursuant to this Section 3.3 submitted by such Creditor, through the Agent, to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the other Loan Documents and the payment in full of the Notes and all other amounts payable hereunder. (b) If any Bank Creditor shall determine have determined that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, adoption of or any change therein, in any Requirement of Law regarding capital adequacy or any change after the date hereof in the interpretation or administration application thereof or compliance by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, such Creditor or any new corporation controlling such Creditor with any request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of from any such authorityGovernmental Authority, central bank or comparable agency issued, promulgated or enacted after in each case made subsequent to the date hereofhereof (or, has if later, the date on which such Creditor becomes a Creditor hereunder), does or would shall have the effect of reducing the rate of return on such Creditor's or such corporation's capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or its obligations to such Borrower hereunder to a level below that which such Bank (Creditor or its parent corporation) such corporation could have achieved but for such law, change, request change or directive compliance (taking into consideration its such Creditor's or such corporation's policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material), then from time to time, promptly upon demand within 2 Business Days after submission by such Bank Creditor to the Borrower (with a copy to the Agent) of a written request therefor, (and in any event within thirty (30i) days after demand by such Bank) such the Borrower shall pay to such Bank Creditor such additional amount or amounts as will compensate such Bank (Creditor for such reduction attributable to its issuance or maintenance of or participation in the Letters of Credit hereunder, or its parent corporationmaking or maintaining of Fixed Rate Loans hereunder, and (ii) the Borrower shall pay to such Creditor such additional amount or amounts as will compensate such Creditor or such corporation for such reductionreduction attributable to this Agreement, its obligation to issue or participate in Letters of Credit hereunder, its Revolving Commitment hereunder and the credit facilities provided hereunder to the Borrower. (c) Each Bank will promptly notify each Borrower and the Agent of If any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to Creditor requests compensation from such the Borrower pursuant to paragraph (a) or (b) of this Section and, upon the written request of the Borrowers, will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of3.3, such compensation and Creditor will not, in deliver to the judgment of such Bank, be otherwise disadvantageous to such Bank. A Borrower a certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional basis and amount or amounts of such request (with a copy to be paid to it hereunder the Agent) and the calculations used in determining such additional amount or amounts certificate shall be conclusive in as to the absence of amount set forth therein, absent manifest error. In determining such amount, such Bank Creditor may use any reasonable averaging make such estimates, assumptions, allocations among its assets and attribution methods. (d) Failure or delay liabilities and the like as it determines in good faith to be appropriate, and the determinations made by such Creditor on the part basis thereof shall be final, binding and conclusive upon the Borrower, except, in the case of any Bank to demand compensation pursuant to such determinations, for manifest errors. The covenants and obligations of the Borrower set forth in this Section 3.3 shall not constitute a waiver survive the termination of such Bank’s right to demand such compensation; provided that this Agreement, the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers expiration of the change giving rise to such increased costs or reductions Letters of Credit and the payment of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofLoans and all other amounts payable hereunder.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof Existing Effective Date in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof Existing Effective Date shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of the definition of franchise taxes payable by, such Bank or its Applicable Lending Office or any Non-Excluded TaxesTaxes covered by Section 2.10(c); or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof Existing Effective Date in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof Existing Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereofExisting Effective Date, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereofExisting Effective Date, which will entitle such Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any amounts incurred more than three months prior to the date that such Bank notifies the Borrower of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2)Section I(5)(b) above; or Credit Suisse Family of Funds November 3, (b), (c), or (d) of the definition of Excluded Taxes; or2017 (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction.; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. Credit Suisse Family of Funds November 3, 2017 (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith therewith, in each case issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Applicable Lending Office is located (B) Tax except to the extent such Taxes are Covered Taxes for which relief is sought under Section 2.09 and not including any taxes described in clauses (a)(2), (b), ) and (c), or (d) of the definition of Excluded “Covered Taxes”); or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, Commitment (except any reserve requirement reflected in each case with respect to such Borrowerthe definition of “Adjusted LIBOR Offered Rate”); or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacyadequacy enacted after the date hereof, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each Borrower and Failure or delay on the Agent part of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to demand compensation from such Borrower pursuant to this Section and, upon shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the written request Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs incurred or reductions suffered more than three months prior to the date that such Bank notifies the Borrower of the Borrowerscircumstance giving rise to such increased costs or reductions, and of such Bank’s intention to claim compensation therefor (except that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof). Each such Bank will designate a different Applicable Lending Office 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change (other than any change by way of imposition or increase of reserve requirements reflected in the Adjusted LIBOR Offered Rate) after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax with respect to its Loans, its Note tax or its Commitment, in each case with respect to increased Taxes (without duplication of any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under Section 2.09 of this Agreement or its Commitment, in each case except for any (A) Covered Tax, or (B) Tax described in clauses (a)(2Agreement), (b), (c), or (d) of the definition of Excluded Taxes; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank; provided, that the Borrower will not be required to compensate a Bank for any such increased costs or reductions to the extent the Bank notifies the Borrower of such increased costs or reductions and of such Bank’s intention to claim compensation therefor more than ninety (90) days after such Bank becomes aware of such right to additional compensation hereunder. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) 3.6.1. If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Lending Office Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) Lender to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower Lender of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of the definition of franchise taxes payable by, such Lender or its Applicable Lending Office or any Non-Excluded TaxesTaxes covered by Section 3.2; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) Lender or shall impose on any Bank (or its Applicable Lending Office) Lender any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank Lender any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such BankLender’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) Lender of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such BankLender’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower Lender under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, promptly upon demand by such Bank Lender (and in any event within thirty (30) days after demand by such BankLender) and delivery to such the Borrower of the certificate required by clause (c) of this Section (with a copy to hereof, the Agent), such Borrower shall pay to such Bank Lender the additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. (b) 3.6.2. If any Bank Lender shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank Lender (or its parent corporation) as a consequence of such BankLender’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank Lender (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) Lender (and in any event within thirty (30) days after demand by such BankLender) such the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its parent corporation) for such reduction; provided, however, that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by any Lender for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in law giving rise to a payment or indemnity obligation by the Borrowers under this Section 3.6.2, regardless of the date enacted, adopted or issued. (c) 3.6.3. Each Bank Lender will promptly notify each the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 3.6 and will designate a different Applicable Lending Office 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 BankLender, be otherwise disadvantageous to such BankLender; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.6 for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank Lender claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (dfranchise taxes payable by, such Bank or its Applicable Lending Office or any Non-Excluded Taxes covered by Section 2.10(c) of the definition of Excluded Taxesor Section 2.10(d); or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, and will designate a different Applicable Domestic 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; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any amounts incurred more than three months prior to the date that such Bank notifies the Borrower of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 8.01, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or delay directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities (whether or not having the force of any Bank to demand compensation law), in case for this clause (ii) pursuant to this Section Basel III, shall not constitute in each case be deemed to be a waiver change in law regardless of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs enacted, adopted, issued, promulgated or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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 thereofimplemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (other than the imposition of any taxes or an increase in the rate of any taxes, which shall be governed exclusively by Section 2.10 hereof), or compliance by any Bank or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Tax, or (B) Tax described in clauses (a)(2), (b), (c), or (d) of the definition of Excluded Taxes; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a any Bank pursuant to this Section for any increased costs or reductions incurred more than nine six (6) months prior to the date that such Bank notifies the Borrowers Borrower of the change event giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further provided, further, that, if the change such event giving rise to such increased costs or reductions is retroactive, then the nine six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction.; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. Credit Suisse Family of Funds June 10, 2009 (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented. Credit Suisse Family of Funds June 10, 2009

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction.; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. Credit Suisse Family of Funds June 10, 2009 Page 7 (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change (other than any change by way of imposition or increase of any reserve requirements reflected in Adjusted Term SOFR) after the date hereof in the interpretation or administration of any Applicable Law, rule or regulation by any governmental authorityAuthority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or its Applicable Domestic Lending Office with any request or directive (whether or not having the force of law) of any such authorityAuthority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: : (i) subject any Bank (or its Applicable Domestic Lending Office) to any Tax tax, duty or other charge (without duplication of any amounts due under Section 2.09 of this Agreement) with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Domestic Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for (x) any (A) Covered Taxtax on, or changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its Domestic Lending Office imposed by the jurisdiction in which such Bank’s principal executive office or Domestic Lending Office is located, or (By) Tax described in clauses (a)(2)any taxes imposed as a result of a present or former connection between such Bank or its Domestic Lending Office and the jurisdiction imposing such tax other than a connection arising solely as a result of such Bank or its Domestic Lending Office having executed, (b), (c)delivered or performed its obligations or received payments under, or (d) of the definition of Excluded Taxesenforced, this Agreement; or or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Domestic Lending Office) or shall impose on any Bank (or its Applicable Domestic Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Domestic Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Domestic Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (cd) of this Section (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.53

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2)Section I(5)(b) above; or Credit Suisse Family of Funds November 3, (b), (c), or (d) of the definition of Excluded Taxes; or2017 (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction.; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. Credit Suisse Family of Funds November 3, 2017 (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any the Bank (or its Applicable Lending Officeapplicable lending office) to any Tax tax, duty or other charge with respect to its the Loans, its the Note or its Commitment, in each case with respect to any Borrowerthe Bank’s commitment hereunder, or shall change the basis of taxation of payments to any the Bank (or its Applicable Lending Officeapplicable lending office) by such Borrower of the principal of or interest on its the Loans or any other amounts due under this Agreement or its Commitmentthe Bank’s commitment hereunder, in each case case, except for any (A) Covered Taxtax on, or (B) Tax changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its applicable lending office described in clauses (a)(2), (b), (c), or (dSection I(5)(b) of the definition of Excluded Taxesabove; or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Bank (or its Applicable Lending Officeapplicable lending office) or shall impose on any the Bank (or its Applicable Lending Officeapplicable lending office) any other condition affecting its the Loans, its the Note or its Commitment, in each case with respect to such Borrowerthe Bank’s commitment hereunder; or (iii) impose on any the Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such the Bank’s Commitment, in each case with respect to such Borrowercommitment hereunder; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Officeapplicable lending office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such the Bank’s Commitment in favor of such Borrowercommitment hereunder, or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Officeapplicable lending office) from such Borrower under this Agreement or under its the Note with respect thereto, by an amount deemed by such the Bank to be material, then, promptly upon demand by such the Bank (and in any event within thirty (30) days after demand by such the Bank) and delivery to such Borrower the Borrowers of the certificate required by clause (c) of this Section (with a copy to the AgentI(9), such Borrower each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of the additional amount or amounts as will compensate such the Bank for such increased cost or reduction.; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. June 10, 2009 (b) If any the Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity capital adequacy or capital adequacyliquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such the Bank (or its parent corporation) as a consequence of such the Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such the Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity capital adequacy and capital adequacyliquidity) by an amount deemed by such the Bank to be material, then from time to time, promptly upon demand by such the Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such the Bank) such Borrower ), each of the Borrowers, on behalf of its respective Funds, shall pay to such the Bank its ratable portion (calculated in accordance with Section I(5)(c) above) of such additional amount or amounts as will compensate such the Bank (or its parent corporation) for such reduction; provided, that the Borrowers shall not be liable for such compensation if the Bank is not generally charging such amounts to similarly situated borrowers under comparable credit facilities. (c) Each The Bank will promptly notify each Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and (i) setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, (ii) setting forth in reasonable detail the calculations used in determining such additional amount or amounts and (iii) certifying that the Bank is generally charging such amounts to similarly situated borrowers under comparable credit facilities, shall be conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section . No Borrower shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section 9 for any increased costs or reductions incurred more than nine months 180 days prior to the date that such Bank notifies the Borrowers of the change event giving rise to such increased costs or reductions subject to compensation under this Section 9 and of such Bank’s intention to claim compensation therefor; provided further thatprovided, that if the change event giving rise to such increased costs or reductions reduction is retroactive, then the nine month 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section I(9), (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented. June 10, 2009

Additional Costs Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any Applicable Lawapplicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall: (i) subject any Bank (or its Applicable Lending Office) to any Tax tax, duty or other charge with respect to its Loans, its Note or its Commitment, in each case with respect to any Borrower, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) by such Borrower of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any (A) Covered Taxtax on, or (B) Tax described changes in clauses (a)(2), (b), (c)the rate of tax on the overall net income of, or (d) of the definition of franchise taxes payable by, such Bank or its Applicable Lending Office or any Non-Excluded TaxesTaxes covered by Section 2.10(c); or (ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment, in each case with respect to such Borrower; or (iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment, in each case with respect to such Borrower; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan to such Borrower or such Bank’s Commitment in favor of such BorrowerCommitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) from such Borrower under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to such the Borrower of the certificate required by clause (c) of this Section hereof (with a copy to the Agent), such the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall determine that any change after the date hereof in any existing Applicable Lawapplicable law, rule or regulation or any new law, rule or regulation regarding liquidity or capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s Loans to a Borrower or obligations to such Borrower hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to liquidity and capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) such the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction. (c) Each Bank will promptly notify each 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 from such Borrower pursuant to this Section and, upon the written request of the Borrowers, 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 Bank, be otherwise disadvantageous to such Bank; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any amounts incurred more than three-months prior to the date that such Bank notifies the Borrower of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three­ month period shall be extended to include the period of such retroactive effect. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than nine months prior to the date that such Bank notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the change 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.