Common use of Increased Cost and Reduced Return; Capital Adequacy Clause in Contracts

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law there shall be any increase in the cost to such Lender agreeing to make, making or maintaining any Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan (or, as the case may be, issuing or participating in Letters of Credit) the interest on which is determined by reference to the Eurodollar Rate or (in the case of a change in or in the interpretation of any Law relating to taxes) any other Loan or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Impositions expressly excluded from Taxes, and Other Taxes (in which case Section 3.01 shall govern), (ii) Taxes described changes in clauses the basis of taxation of overall net income or overall gross income (bincluding branch profits), and franchise (and similar) through (d) taxes imposed in lieu of net income taxes, by any jurisdiction or any political subdivision thereof under the definition Laws of Excluded Taxes which such Lender is organized or maintains a Lending Office, and (iii) Other Connection Taxesreserve requirements reflected in the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereof, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any The Borrower shall not be required to compensate a Lender to demand compensation pursuant to this Section 3.03 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180 day period referred to above shall not constitute a waiver be extended to include the period of such Lender’s right to demand such compensationretroactive effect thereof. (d) If 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 the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms thatsuccessor similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in Law after the reasonable judgment date of such Lenderthis Agreement, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any regardless of the Obligations of Borrower date enacted, adopted or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law Law, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to makemake or making, making funding or maintaining any LoanEurocurrency Rate Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) Other Connection Taxesreserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate and (iv) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below)) or the Mandatory Cost, as calculated hereunder, does not represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs or the L/C Issuer (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reductionreduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender reasonably or the L/C Issuer determines that the introduction of any Change in Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which affecting such Lender or the L/C Issuer (or its Applicable Lending OfficeOffice or holding company) is required to comply, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, the L/C Issuer or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) its holding company as a consequence of such Lender’s or the L/C Issuer’s obligations hereunderhereunder (taking into consideration its (and its holding company’s) policies with respect to capital adequacy and such Lender’s or the L/C Issuer’s or its holding company’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail or the charge and the calculation of such reduced rate of return L/C Issuer (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer or such holding company for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law there shall be any increase in the cost to such Lender agreeing to make, making or maintaining any Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such LenderLxxxxx’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any Term Loan the interest on which is determined by reference to the Eurodollar Rate (or, in the case of any Change in Law with respect to Taxes, any Term Loan), or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes (as to which Section 3.01 shall govern), (ii) Excluded Taxes described in clauses (b) through other than clause (da)(ii) of the definition of Excluded Taxes or Taxes), (iii) Other Connection Income Taxes, and (iv) reserve requirements reflected in the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Change in Law regarding (i) capital adequacy affecting such Lender or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which lending office of such Lender (or its Applicable Lending Office) is required to complysuch Lender’s holding company, in each case after the date hereofif any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender or any holding company of such Lender, or any corporation controlling if any, as a consequence of this Agreement and the Term Loans made by such Lender, Lender to a level below that which such Lender, Lender or the corporation controlling such Lender, ’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender Lender’s holding company with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderadequacy or liquidity), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction within fifteen (15) days after receipt of such demandor increase suffered. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 The Borrower shall not constitute be required to compensate a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (c)180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any the Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or the Lender's compliance therewith, there shall be any increase in the cost to such the Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing Letters of Credit, or a reduction in the amount received or receivable by such the Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Taxes or Other Taxes (as to which Section 3.01 shall govern) and (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which the Lender is organized or (iii) Other Connection Taxeshas its lending office), then from time to time within fifteen (15) days after written upon demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Lender, the Borrower shall pay to such the Lender such additional amounts as will compensate such the Lender for such increased cost or reduction. (b) If any the Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereof, would have or compliance by the Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender, the Lender or any corporation controlling such the Lender as a consequence of the Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law 's obligations hereunder (taking into consideration such Lender’s its policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such adequacy and the Lender’s obligations hereunder's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and Lender, the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such the Lender such additional amounts as will compensate such the Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law Law, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any Loan, Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender reasonably determines that the introduction of any Change in Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital or liquidity), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) reduction; provided that each such Lender shall make demand for compensation hereunder no later than ninety days after receipt becoming aware of such demandeffect. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation[reserved]. (d) If Notwithstanding anything to the contrary in this Section 3.04, the Borrower shall not be required to pay to any Lender requests compensation additional amounts under this Section 3.033.04 for Taxes, then Other Taxes and Excluded Taxes (Section 3.01 shall govern the obligation of the Borrower to pay additional amounts for Taxes, Other Taxes and Excluded Taxes). (e) The Borrower shall pay to each Lender, (i) as long as such Lender willshall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if requested by Borrowernecessary, use commercially reasonable efforts to designate another Applicable Lending Office for any the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan affected by such event; Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided that such efforts are made on terms that, in the reasonable judgment Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, cause such Lender additional interest or costs shall be due and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights payable 10 days from receipt of such Lender pursuant to Section 3.03(a), (b) or (c)notice.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result any change in or the interpretation of any Change in Law there shall be any increase in the cost to such Lender agreeing to make, making or maintaining any Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case Laws announced after the date hereof, would hereof have the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by Lender (or its Lending Office) or any corporation controlling such Lender as a consequence of Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law ’s obligations hereunder (taking into consideration such Lender’s its policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such adequacy and Lender’s obligations hereunderdesired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Lender, Borrower Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 reduction; provided, however, that Borrowers shall not constitute a waiver be required to pay additional amounts to compensate Lender for (i) any Excluded Taxes or any liabilities excluded from the definition of such Indemnified Taxes by Section 3.01, (ii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that Lender did not properly withhold any Tax or other amount from payments made in respect of Lender’s right to demand such compensation. ; or (diii) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, change in the reasonable judgment rate of such Lenderapplicable Taxes imposed on or measured by net income, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) 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 (c)ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been implemented after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that that, as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then then, from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then then, from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law or a change in the interpretation of any Law with which such Lender or any lending office of such Lender, if any, is required to comply, in each case, after the date hereof, there shall be any increase in the cost to such Lender agreeing to make, making or maintaining any Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or delay assets consisting of or including Eurocurrency funds or deposits, additional interest on the part unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to demand compensation pursuant to this Section 3.03 shall not constitute and will designate a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable different Lending Office for any Loan affected by if such event; provided that designation will avoid the need for, or reduce the amount of, such efforts are made on terms thatcompensation and will not, in the reasonable judgment of such Lender, cause be otherwise disadvantageous to such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)Lender.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that that, as a result of any Change in Law Law, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLIBO Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.1 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to LIBO Rate Loans, in the determination of the Adjusted LIBO Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementliquidity, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and liquidity and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding, maintaining, continuing or maintaining converting to any LoanLoan or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Taxes or Other Taxes indemnifiable under Section 3.01 or (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable increased cost provisions and only to the extent the applicable Lender certifies that it is its general policy or practice to impose such charges on other similarly situated borrowers under comparable syndicated credit facilities. (b) If any Lender reasonably determines that the introduction as a result of any Change in Law regarding (i) capital adequacy or liquidity requirements or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein after the Closing Date, or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Xxxxxx’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen thirty (1530) days after receipt of such demand. (c) Failure Subject to Section 3.05(b), failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided provided, further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law there shall be any increase in the cost to such Lender agreeing to make, making or maintaining any Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereof, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (b) The Borrower shall pay to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Loans of the Borrowers, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; , and provided further that nothing in this Section 3.03(d3.04(c) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.03(a), (b3.04(a) or (cb).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a the adoption of any Law or any change in any Law or in the interpretation thereof effective after the date hereof: (i) subjects such Lender to any duty or other charge (excluding taxes, Non-Excluded Taxes and Other Taxes addressed in Section 3.01) with respect to any Eurodollar Rate Loans or Fixed Rate Loans or its obligation to make Eurodollar Rate Loans or Fixed Rate Loans; (ii) imposes or modifies any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Revolving Commitment); or (iii) imposes on such Lender or on the offshore interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or a reduction in the amount Fixed Rate Loans or to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs Eurodollar Rate Loans or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Fixed Rate Loans, then from time to time within fifteen (15) days after written upon demand by such of the Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts attributable to the Borrower as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction adoption of any Law regarding (i) capital adequacy or any change therein in any Law or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case effective after the date hereof, would have hereof has the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts attributable to the Borrower as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on Notwithstanding the part foregoing provisions of any this Section, a Lender shall not be entitled to demand compensation pursuant to this Section 3.03 shall not constitute a waiver in respect of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, Competitive Loan if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, the adoption of or change in Law or in the reasonable judgment of interpretation thereof that would otherwise entitle it to such Lender, cause such Lender and its Applicable Lending Office(s) compensation shall have been publicly announced prior to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any submission of the Obligations of Borrower or the rights of such Lender Competitive Bid pursuant to Section 3.03(a), (b) or (c)which such Loan was made.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law following the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurocurrency Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Adjusted Eurocurrency Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementfollowing the date hereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) reduction; provided that each such Lender shall make demand for compensation hereunder no later than ninety days after receipt becoming aware of such demandeffect. (c) Failure or delay on Notwithstanding anything to the part of contrary in this Section 3.04, the Borrower shall not be required to pay to any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation additional amounts under this Section 3.033.04 for Taxes, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in Other Taxes and Excluded Taxes (Section 3.01 shall govern the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any obligation of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a)pay additional amounts for Taxes, (b) or (cOther Taxes and Excluded Taxes).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that any Laws announced after the date hereof (i) impose on such Lender any Tax, duty, or other charge with respect to any Offshore Rate Loans or its obligation to make Offshore Rate Loans (other than as a result of any Change change in Law there shall be the rate of applicable taxes imposed on or measured by the net income of Administrative Agent or any Lender); (ii) change the basis on which Taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Offshore Rate Loans; (iii) impose or modify any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Offshore Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Commitment); or (iv) impose on such Lender or on the offshore Dollar interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Offshore Rate Loans or a reduction in the amount to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Offshore Rate Loans, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reductionreduction (except to the extent that such increased cost or reduction is an amount subject to Section 3.1, in which case the sum received or receivable by such Lender shall be increased in accordance with the provisions of Section 3.1). (b) If any Lender reasonably determines that any change in or the introduction interpretation of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case Laws announced after the date hereof, would hereof have the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of reduction; provided, however, that Borrower shall not be required to pay additional amounts to compensate any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. for (di) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested applicable withholding tax imposed by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender Sections 1441 and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any 1442 of the Obligations of Borrower or the rights of such Code that is withheld by Administrative Agent from a payment to any Foreign Lender pursuant to Section 3.03(a)10.22, (bii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from a determination by any Governmental Authority that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of any Foreign Lender; or (c)iii) any change in the rate of applicable taxes imposed on or measured by net income.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law following the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrowers of the change of Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided that, if the change of Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementfollowing the date hereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) reduction; provided that each such Lender shall make demand for compensation hereunder no later than ninety days after receipt becoming aware of such demandeffect. (c) Failure or delay on Notwithstanding anything to the part of contrary in this Section 3.04, no Borrower shall be required to pay to any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation additional amounts under this Section 3.033.04 for Taxes, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in Other Taxes and Excluded Taxes (Section 3.01 shall govern the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any obligation of the Obligations of Borrower or the rights of such Lender pursuant Borrowers to Section 3.03(a)pay additional amounts for Taxes, (b) or (cOther Taxes and Excluded Taxes).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender reasonably determines that as a (except any reserve requirement reflected in the LIBO Rate); (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement, or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any tax excluded from the definition of Taxes in Section 3.01(a) payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender; and the result of any Change in Law there of the foregoing shall be any to increase in the cost to such Lender agreeing to make, of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or a reduction in to reduce the amount of any sum received or receivable by such Lender in connection with hereunder (whether of principal, interest or any of the foregoing (excluding for purposes of this Section 3.03(aother amount) any such increased costs or reduction in amount resulting from (i) Indemnified Taxesthen, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy upon request of such demand to Lender, the Administrative Agent given in accordance with Section 3.04), Borrower shall Borrowers will pay to such Lender Lender, such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred or reductionreduction suffered, so long as such costs have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor. (b) If Without duplication of amounts payable in paragraph (a) above, if any Lender reasonably determines that the introduction of any change in Law regarding (i) capital adequacy affecting such Lender or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which lending officer of such Lender (or its Applicable Lending Office) is required to complyLender’s holding company, in each case after the date hereofif any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or any corporation controlling the Loans made by such Lender, Lender to a level below that which such Lender, Lender or the corporation controlling such Lender, ’s holding company could have achieved but for such Change change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender Lender’s holding company with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office holding company for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)reduction suffered.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law or a change in the interpretation of any Law with which such Lender or any lending office of such Lender, if any, is required to comply, in each case, after the date hereof, there shall be any increase in the cost to such Lender agreeing to make, making or maintaining any the Term Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any its Term Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c). (e) As of the Closing Date, each Lender to its knowledge, is unaware of any Change in Law that would cause increased costs, reduced return, or adjustment of capital adequacy as contemplated by this Section 3.03.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxes)reserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided, however, the Borrower shall not be required to pay any such expense if the applicable Lender shall not notify the Borrower of such expense within 180 days of such Lender being aware of its incurrence. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt reduction; provided, however, the Borrower shall not be required to pay any such expense if the applicable Lender shall not notify the Borrower of such demandexpense within 180 days of such Lender being aware of its incurrence. (c) Failure or delay on Each Lender agrees to designate a different Lending Office if such designation will avoid the part of any Lender need for the Borrower to demand compensation pay additional amounts pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that3.04 and will not, in the reasonable good faith judgment of such Lender, cause otherwise be materially disadvantageous to such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)Lender.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any the Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or the Lender’s compliance therewith, there shall be any increase in the cost to such the Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans, or a reduction in the amount received or receivable by such the Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Taxes or Other Taxes (as to which Section 3.01 shall govern) and (ii) Taxes described in clauses reserve requirements (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxesexcept any reserve requirement contemplated by Section 3.06), then from time to time within fifteen (15) days after written upon demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Lender, the Borrower shall pay to such the Lender such additional amounts as will compensate such the Lender for such increased cost or reduction. (b) If any the Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in compliance by the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, the Lender or any corporation controlling such the Lender as a consequence of the Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law ’s obligations hereunder (taking into consideration such Lender’s its policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such adequacy and the Lender’s obligations hereunderdesired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and Lender, the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such the Lender such additional amounts as will compensate such the Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) If the Lender requests compensation under this Section 3.04, then the Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 3.04 in the future, and (ii) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment. (d) Failure or delay on the part of any the Lender to demand compensation pursuant to the foregoing provisions of this Section 3.03 3.04 shall not constitute a waiver of such the Lender’s right to demand such compensation. (d) If , provided that the Borrower shall not be required to compensate the Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than 120 days prior to the date that the Lender requests compensation notifies the Borrower of the Lender’s intention to claim reimbursement under this Section 3.033.04 (except that, if the Law giving rise to such increased costs or reductions is retroactive, then such Lender will, if requested by Borrower, use commercially reasonable efforts the 120 day period referred to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in above shall be extended to include the reasonable judgment period of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (cretroactive effect thereof).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEURIBO Rate Loans, Term SOFR Loans, RFR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or liquidity or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereofClosing Date, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency Liabilities”), additional interest on the unpaid principal amount of each EURIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. (d) Failure or delay on the part of any Lender Lender, any L/C Issuer or the Administrative Agent to demand compensation pursuant to this Section 3.03 3.04 shall not constitute a waiver of such Lender’s, such L/C Issuer’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender, any L/C Issuer or the Administrative Agent under Section 3.04(a) or (b) for increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender, such L/C Issuer or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in law within such 120-day period. The protection of this Section 3.04 shall be available to each Lender, each L/C Issuer and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the change in law that shall have occurred or been imposed. (de) If any Lender requests compensation under Notwithstanding anything herein to the contrary, for purposes of this Section 3.033.04, then such Lender will(x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, if requested rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by Borrowerthe Bank for International Settlements, use commercially reasonable efforts to designate another Applicable Lending Office for the Basel Committee on Banking Supervision (or any Loan affected by such event; provided that such efforts are made on terms thatsuccessor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” or “change in the reasonable judgment interpretation of such Lenderlaw”, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any regardless of the Obligations of Borrower date enacted, adopted or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or delay assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the part unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to demand compensation pursuant to this Section 3.03 shall not constitute and will designate a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable different Lending Office for any Loan affected by if such event; provided that designation will avoid the need for, or reduce the amount of, such efforts are made on terms thatcompensation and will not, in the reasonable judgment of such Lender, cause be otherwise disadvantageous to such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)Lender.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a the adoption of any Law or any change in any Law or in the interpretation thereof effective after the date hereof: (i) Subjects such Lender to any tax, duty, or other charge with respect to any Eurodollar Rate Loans or Fixed Rate Loans or its obligation to make Eurodollar Rate Loans or Fixed Rate Loans, or changes the basis on which taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Eurodollar Rate Loans; (ii) Imposes or modifies any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Revolving Commitment); or (iii) Imposes on such Lender or on the offshore interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or a reduction in the amount Fixed Rate Loans or to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs Eurodollar Rate Loans or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Fixed Rate Loans, then from time to time within fifteen (15) days after written upon demand by such of Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), each Co-Borrower shall pay to such Lender such additional amounts attributable to such Co-Borrower as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction adoption of any Law regarding (i) capital adequacy or any change therein in any Law or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case effective after the date hereof, would have hereof has the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), each Co-Borrower shall pay to such Lender such additional amounts attributable to such Co-Borrower as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on Notwithstanding the part foregoing provisions of any this Section, a Lender shall not be entitled to demand compensation pursuant to this Section 3.03 shall not constitute a waiver in respect of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, Competitive Loan if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, the adoption of or change in Law or in the reasonable judgment of interpretation thereof that would otherwise entitle it to such Lender, cause such Lender and its Applicable Lending Office(s) compensation shall have been publicly announced prior to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any submission of the Obligations of Borrower or the rights of such Lender Competitive Bid pursuant to Section 3.03(a), (b) or (c)which such Loan was made.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Taxes and (ii) Taxes described reserve requirements reflected in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection TaxesEurodollar Rate), then from time to time within fifteen (15) days after written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereof, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling Controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written within fifteen (15) days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen ten (1510) days after receipt of such demanddemand therefor. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation[Reserved]. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms thatwould not, in the reasonable good faith judgment of such Lender, cause be inconsistent with the internal policies of, or otherwise be materially disadvantageous in any legal, economic or regulatory respect to such Lender and or its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in Office. The provisions of this Section 3.03(dclause (d) shall not affect or postpone any Obligations of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(aSections 3.04(a), (b) or (c). (e) For purposes of this Section 3.04, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the date hereof, regardless of the date enacted, adopted or issued. 109 Syniverse Credit Agreement

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines in good faith that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines in good faith that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision thereof under the Laws of Excluded Taxes which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within reduction. (c) The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits (currently known as "Eurodollar Liabilities"), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days after prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable fifteen (15) days from receipt of such demandnotice. (cd) A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (e) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.03 shall not constitute a waiver of such Lender’s 's or the L/C Issuer's right to demand such compensation. (d) If any , provided that the Borrower shall not be required to compensate a Lender requests compensation under or the L/C Issuer pursuant to the foregoing provisions of this Section 3.03, then for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender willor the L/C Issuer, if requested by Borroweras the case may be, use commercially reasonable efforts notifies the Borrower of the Change in Law giving rise to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment increased costs or reductions and of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower 's or the rights L/C Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of such Lender pursuant to Section 3.03(a), (b) or (cretroactive effect thereof).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a any Laws or changes therein effective after the date hereof: (i) Subject such Lender to any tax, duty, or other charge with respect to any Eurodollar Rate Loans or its obligation to make Eurodollar Rate Loans, or change the basis on which taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Eurodollar Rate Loans; (ii) Impose or modify any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Commitment); or (iii) Impose on such Lender or on the offshore interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or a reduction in the amount to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Eurodollar Rate Loans, then from time to time within fifteen (15) days after written upon demand by such of Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that any change in or the introduction interpretation of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case Laws effective after the date hereof, would hereof have the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or IBOR Rate Loans (as the case may be) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.1 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized in the determination of the Eurodollar Rate or IBOR Rate), then from time to time within fifteen (15) 5 days after written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. If as a result of the foregoing, Borrower is required to pay to any Lender any additional amounts, such Lender agrees to use commercially reasonable efforts to designate a different Lending Office if such designation will avoid such increased cost or reduced return and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written within 5 days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or in the case of any Change in Law with respect to Taxes, any Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes (as to which Section 3.01 shall govern), (ii) Excluded Taxes described in clauses (b) through other than clause (da) of the definition of Excluded Taxes or Taxes), (iii) Other Connection Income Taxes, and (iv) reserve requirements reflected in the Eurodollar Rate), then from time to time within fifteen (15) days Business Days after written demand by of such Lender setting forth in reasonable detail (which need not include any information the disclosure of which by such Lender is prohibited by applicable Laws) such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that such increased costs may only be requested by a Lender imposing such increased costs on borrowers similarly situated to the Borrower under syndicated credit facilities comparable to those provided hereunder. (b) If any Lender reasonably or L/C Issuer determines that the introduction of any Change in Law regarding (i) capital adequacy affecting such Lender or L/C Issuer or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which lending office of such Lender (or its Applicable Lending Office) is required to complysuch Lender’s or L/C Issuer’s holding company, in each case after the date hereofif any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender or L/C Issuer or any holding company of such Lender or L/C Issuer, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any corporation controlling such LenderL/C Issuer, to a level below that which such Lender, Lender or the corporation controlling L/C Issuer or such Lender, ’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of any corporation controlling such Lender Lender’s or L/C Issuer’s holding company with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderadequacy or liquidity), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction within fifteen (15) days after receipt of such demandor increase suffered. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 The Borrower shall not constitute be required to compensate a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (c)180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such one hundred and eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law there occurring after the Closing Date, such change: (i) shall be subject such Lender to any Tax, duty, or other charge with respect to any Offshore Rate Loans or its obligation to make Offshore Rate Loans, or change the basis on which taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Offshore Rate Loans; (ii) shall impose or modify any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Offshore Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Commitments); or (iii) shall impose on such Lender or on the offshore Dollar interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Offshore Rate Loans or a reduction in the amount to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Offshore Rate Loans, then from time to time within fifteen (15) days after written upon demand by such of Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that any change in or the introduction interpretation of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would Laws have the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure Promptly after receipt of knowledge of any change in law or delay on the part of other event that will entitle any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.033.04, then the Lender shall give notice thereof to the Borrower (with a copy to the Administrative Agent) certifying the basis for such Lender willrequest for compensation in accordance with Section 3.06(a) and designate a different lending office if such designation will avoid, if requested by Borroweror reduce, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms thatthe amount of compensation payable under this Section 3.04 and will not, in the reasonable good faith judgment of such Lender, cause otherwise be materially disadvantageous to such Lender. Notwithstanding anything in Sections 3.04(a) or 3.04(b) to the contrary, the Borrower shall not be obligated to compensate any Lender for any amount arising or accruing before the earlier of (i) 180 days prior to the date on which such Lender and its Applicable Lending Office(s) gave notice to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in the Borrower under this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b3.04(c) or (c)ii) the date such amount arose or began accruing (and such Lender did not know such amount was arising or accruing) as a result of the retroactive application of any change in Law or other event giving rise the claim for compensation.

Increased Cost and Reduced Return; Capital Adequacy. (ai) If any Lender reasonably determines that that, as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender agreeing to make, making of funding or maintaining any Loan, Loans at the Interest Rate based upon the LIBOR Rate or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding excluding, for purposes of this Section 3.03(a) 2.11(d)(i), any such increased costs or reduction in amount resulting from (iA) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or Other Taxes (iiias to which Section 2.11(a) Other Connection Taxesshall govern), or (B) changes in the basis of taxation of overall net income or overall gross income (or franchise taxes imposed (in lieu of net income taxes)) by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains its Loans), or any acquisition of funds by such Lender (or its parent corporation), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (bii) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder or the making or maintaining by such Lender of its Loans (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (ciii) Failure Notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or delay directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines and 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, shall in each case be deemed to be an introduction of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation or change in Law under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for 2.11(f) or any other provision of any Loan affected by such event; provided that such efforts are made on terms thatDocument, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any regardless of the Obligations of Borrower date enacted, adopted, issued or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)implemented.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender reasonably determines that as a (except any reserve requirement reflected in the definition of LIBOR); (ii) subject any Lender to any Indemnified Taxes; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by any Lender; and the result of any Change in Law there of the foregoing shall be any to increase in the cost to such any Lender agreeing to makeof making, making converting to, continuing or maintaining any Loan or of maintaining its obligation to make the Loan, or a reduction in to reduce the amount of any sum received or receivable by such Lender in connection with (whether of principal, interest or any other amount) then, upon request of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesAdministrative Agent, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time Borrower will pay to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to for the benefit of such Lender such additional amount or amounts as will reasonably compensate such Lender for such increased cost additional costs incurred or reductionreduction suffered. (b) If Administrative Agent determines that any Change in Law affecting any Lender reasonably determines that the introduction or any lending office of any Law Lender regarding (i) capital adequacy or any change therein liquidity requirements, has or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, ’s capital as a consequence of this Agreement to a level below that which such Lender, or the corporation controlling such Lender, Lender could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder), then from time to time time, upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand therefor, Borrower will pay to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to for the benefit of such Lender such additional amount or amounts as will reasonably compensate such Lender for any such reduction within fifteen (15) days after receipt of such demandsuffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this Section, and delivered to Borrower, shall be conclusive absent manifest error. Borrower shall pay Administrative Agent for the benefit of such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) Borrower shall not be required to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of compensate such Lender pursuant to this Section 3.03(a)for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (b) except that, if the Change in Law giving rise to such increased costs or (creductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that any Laws announced after the date hereof (i) impose on such Lender any Tax, duty, or other charge with respect to any Offshore Rate Loans or its obligation to make Offshore Rate Loans (other than as a result of any Change change in Law there shall be the rate of applicable taxes imposed on or measured by the net income of Administrative Agent or any Lender); (ii) change the basis on which Taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Offshore Rate Loans; (iii) impose or modify any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Offshore Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Commitment); or (iv) impose on such Lender or on the offshore Dollar interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Offshore Rate Loans or a reduction in the amount to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Offshore Rate Loans, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reductionreduction (except to the extent that such increased cost or reduction is an amount subject to Section 3.1, in which case the sum received or receivable by such Lender shall be increased in accordance with the provisions of Section 3.1). (b) If any Lender reasonably determines that any change in or the introduction interpretation of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case Laws announced after the date hereof, would hereof have the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of reduction; provided, however, that Borrower shall not be required to pay additional amounts to compensate any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. for (di) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested applicable withholding tax imposed by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender Sections 1441 and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any 1442 of the Obligations of Borrower or the rights of such Code that is withheld by Administrative Agent from a payment to any Foreign Lender pursuant to Section 3.03(a)10.22, (bii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of any Foreign Lender; or (c)iii) any change in the rate of applicable taxes imposed on or measured by net income.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(aclause (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition jurisdiction under the laws of Excluded Taxes which such Lender is organized or in which such Lender has its Lending Office and (iii) Other Connection Taxesreserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy of, or any change therein in or in the interpretation thereof or (ii) liquidity requirementof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complywith, in each case after the date hereof, would have any Law regarding capital adequacy has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to Lender as a level below that which consequence of such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law 's obligations hereunder (taking into consideration such Lender’s 's or such corporation's policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of adequacy and such Lender’s obligations hereunder's or such corporation's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure The Borrower shall pay to each Lender, with respect to any period during which such Lender shall be required to maintain reserves with respect to liabilities or delay assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the part unpaid principal amount of any Lender each Eurodollar Rate Loan equal to demand compensation pursuant to this Section 3.03 shall not constitute a waiver the actual costs of such Lender’s right reserves allocated to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then Loan by such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected (as determined by such event; Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided that such efforts are made on terms that, in the reasonable judgment Borrower shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, cause such Lender additional interest shall be due and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights payable 15 days from receipt of such Lender pursuant to Section 3.03(a), (b) or (c)notice.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes indemnifiable under Section 3.01, (ii) Excluded Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes,” or (iii) Other Connection Excluded Taxes described in clause (a) of the definition of “Excluded Taxes” to the extent such Taxes are imposed on or measured by such Lender’s net income or profits (or are franchise Taxes imposed in lieu thereof)), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable increased cost provisions and only to the extent the applicable Lender is imposing such charges on other similarly situated borrowers under comparable syndicated credit facilities. (b) If any Lender reasonably determines that the introduction as a result of any Change in Law regarding (i) capital adequacy or liquidity requirements, or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein after the date hereof, or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy or liquidity requirements, and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure [Reserved]. (d) Subject to Section 3.05(b), failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (de) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further provided, further, that nothing in this Section 3.03(d3.03(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (cd).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a the adoption of any Law or any change in any Law or in the interpretation thereof effective after the date hereof: (i) subjects such Lender to any duty or other charge (excluding taxes, Non-Excluded Taxes and Other Taxes addressed in Section 3.01) with respect to any Eurodollar Rate Loans or its obligation to make Eurodollar Rate Loans; (ii) imposes or modifies any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Commitment); or (iii) imposes on such Lender or on the offshore interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or a reduction in the amount to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Eurodollar Rate Loans, then from time to time within fifteen (15) days after written upon demand by such of the Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts attributable to the Borrower as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction adoption of any Law regarding (i) capital adequacy or any change therein in any Law or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case effective after the date hereof, would have hereof has the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts attributable to the Borrower as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxes)reserve requirements utilized in the determination of the Eurodollar Rate, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure If any Lender makes demand under either Section 3.04(a) or delay on the part (b) more than ninety (90) days after it obtains knowledge of an event giving rise to its right to make such demand, such Lender shall, with respect to compensation payable pursuant to Section 3.04(a) or (b), only be entitled to payment thereunder as a result of any such event for the period from and after the date ninety (90) days prior to the date that such Lender does make demand. Each demand shall be accompanied by a certificate stating the amount demanded and stating in reasonable detail the basis for the charges and the method of computation. Notwithstanding any other provision of this Section 3.04, no Lender shall demand compensation for any increased cost, charge or reduction referred to in Section 3.04(a) or (b) if it shall not at the time be the general policy of such Lender to demand such compensation pursuant in similar circumstances under comparable provisions of other credit agreements, and each Lender shall in good faith endeavor to this Section 3.03 shall allocate increased costs or reductions fairly among all of its affected commitments and credit extensions (whether or not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests it seeks compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan from all affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (cborrowers).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the ClosingAmendment No.1 Effective Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan the interest on which is determined by reference to the Eurodollar Rate, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxesany Excluded Taxes or, (ii) any Non-Excluded Tax or Other Taxes described in clauses indemnified under Section 3.01 with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (b) through (dor its applicable Lending Office) of the definition of Excluded Taxes principal, interest, fees or any other amount payable hereunder, and (iior (iii) Other Connection Taxesreserve requirements reflected in the Eurodollar Rate), then from time to time within fifteen (15) days promptly after written demand by of such Lender setting forth in reasonable detail such increased costs reasonably determined by such Lender in good faith and in a manner generally consistent with similarly situated customers of such Lender under agreements having provisions similar to this Section 3.04 (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereofClosingAmendment No.1 Effective Date, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written promptly after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days promptly after receipt of such demanddemand therefor. (c) Failure or delay on the part of any The Borrower shall not be required to compensate a Lender to demand compensation pursuant to this Section 3.03 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180 day period referred to above shall not constitute a waiver be extended to include the period of such Lender’s right to demand such compensationretroactive effect thereof. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms thatwould not, in the reasonable judgment of such Lender, cause be inconsistent with the internal policies of, or otherwise be disadvantageous in any material legal, economic or regulatory respect to such Lender and or its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in Office. The provisions of this Section 3.03(d3.04(d) shall not affect or postpone any Obligations of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a3.04(a), (b) or (c). (e) For purposes of this Section 3.04, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to have gone into effect after the ClosingAmendment No.1 Effective Date, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, in either case after the date hereof, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that no Lender shall be entitled to receive additional amounts with respect to any period prior to six months prior to making such demand. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each either case after the date hereof, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of reduction; provided that no Lender shall be entitled to receive additional amounts with respect to any period prior to six months prior to making such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses the basis or rate of taxation of overall net income (bincluding branch profits taxes and franchise taxes) through (d) or overall gross income or any other tax in lieu thereof by the United States or any foreign jurisdiction or any political subdivision of either thereof under the definition Laws of Excluded Taxes which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or delay assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the part unpaid principal amount of any Lender each Eurodollar Rate Loan equal to demand compensation pursuant to this Section 3.03 shall not constitute a waiver the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender’s right . If a Lender fails to demand give notice 15 days prior to the relevant Interest Payment Date, such compensationadditional interest shall be due and payable 15 days from receipt of such notice. (d) If any A certificate of a Lender requests compensation under this Section 3.03, then setting forth the amount or amounts necessary to compensate such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, as specified in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(aparagraph (a), (b) or (c)) of this Section 3.04 shall be delivered to the Borrower and shall be conclusive absent manifest error. Any such certificate shall be accompanied by an explanation of the circumstances or event that resulted in such claim for compensation. (e) Notwithstanding any other provision of this Section 3.04, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided that, if the change in Law 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. (f) Notwithstanding any other provision of this Section 3.04, no Lender shall be entitled to compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 3.04 unless such Lender represents to the Borrower that at the time it is the policy or general practice of such Lender to demand such compensation for comparable costs or reductions, if any, in similar circumstances, if any, under comparable provisions of other credit agreements for comparable customers.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case occurring after the Effective Date or the date such Lender becomes a party to this Agreement, or such Lender's compliance therewith, there shall be any increase which such Lender reasonably determines to be material in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanOffshore Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding excluding, however, for purposes of this Section 3.03(aclause (A) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), and (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or (iii) Other Connection Taxes)has its Lending Office, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein occurring after the Effective Date or in the interpretation thereof with which date such Lender becomes a party to this Agreement, or compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan the interest on which is determined by reference to the Eurodollar Rate, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxesany Tax that is an Excluded Tax or any Non-Excluded Taxes or Other Taxes indemnifiable under Section 3.01, and (ii) Taxes described reserve requirements reflected in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection TaxesEurodollar Rate), then from time to time within fifteen (15) days after written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or liquidity or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereofClosing Date, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and liquidity and such Lender’s desired return on capital), then from time to time upon written within fifteen (15) days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen ten (1510) days after receipt of such demanddemand therefor. (c) Failure or delay on the part of any The Borrower shall not be required to compensate a Lender to demand compensation pursuant to this Section 3.03 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180 day period referred to above shall not constitute a waiver be extended to include the period of such Lender’s right to demand such compensationretroactive effect thereof. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms thatwould not, in the reasonable judgment of such Lender, cause be inconsistent with the internal policies of, or otherwise be disadvantageous in any material legal, economic or regulatory respect to such Lender and or its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in Office. The provisions of this Section 3.03(dclause (d) shall not affect or postpone any Obligations of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a3.04(a), (b) or (c). (e) For purposes of this Section 3.04, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably or the L/C Issuer determines that as a result of any a Change in Law Law, or such Lender's or L/C Issuer's compliance therewith, there shall be any increase in the cost to such Lender agreeing to makeor L/C Issuer of participating in, making issuing or maintaining any LoanLetter of Credit, or a reduction in the amount received or receivable by such Lender or L/C Issuer in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, 44 Quest Resource Corp. 2nd Amended and Restated Credit Agreement Taxes or Other Taxes (as to which Section 3.01 shall govern) and (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender or (iii) Other Connection Taxes)L/C Issuer is organized or has its Lending Office, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs or L/C Issuer (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender or L/C Issuer, as the case may be, such additional amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction. (b) If any Lender determines a Change in Law has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (bc) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandIntentionally deleted. (cd) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s 's or the L/C Issuer's right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such efforts are made on terms thatLender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in the reasonable judgment Law giving rise to such increased costs or reductions and of such Lender, cause such Lender and its Applicable Lending Office(s) 's or the L/C Issuer's intention to suffer no material economic, legal or regulatory disadvantageclaim compensation therefor; and provided further that nothing that, if the Change in this Section 3.03(d) Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall affect or postpone any be extended to include the period of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law (in each case after the Closing Date), or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of the definition overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein after the Closing Date), or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on The Lenders agree to notify the part Borrower of any event occurring after the Closing Date entitling the Lender to demand compensation pursuant to under any of the preceding subsections of this Section 3.03 3.04 as promptly as practicable, provided, however, that no Lender shall not constitute a waiver be entitled to claim any compensation under any of the preceding subsections of this Section if such Lender’s right Lender fails to demand provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the claim for such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably (including the Issuing Bank) determines that as a any Laws: (i) subject such Lender to any tax, duty, or other charge with respect to any Offshore Rate Loans or its obligation to make Offshore Rate Loans or to issue or maintain Letters of Credit in an Offshore Currency, or change the basis on which taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Offshore Rate Loans or Letters of Credit (and related reimbursement obligations) in an Offshore Currency; (ii) shall impose or modify any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Offshore Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Commitment); or (iii) shall impose on such Lender or on the offshore interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Offshore Rate Loans or a reduction issuing or maintaining Letters of Credit in the amount an Offshore Currency or to reduce any sum received or receivable by such Lender under this Agreement with respect to any Offshore Rate Loans or Letters of Credit (including related reimbursement obligations) in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)an Offshore Currency, then from time to time within fifteen (15) days after written upon demand by such of Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that any change in or the introduction interpretation of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would Laws have the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be), or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes ------------ in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements contemplated by Section 3.04(c), --------------- then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or delay assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the part unpaid principal amount of any Lender each Eurodollar Rate Loan equal to demand compensation pursuant to this Section 3.03 shall not constitute a waiver the actual costs of such Lender’s right reserves allocated to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then Loan by such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected (as determined by such event; Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided that such efforts are made on terms that, in the reasonable judgment Borrower shall have -------- received at least 15 days' prior notice (with a copy to the Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, cause such Lender additional interest shall be due and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights payable 15 days from receipt of such Lender pursuant to Section 3.03(a), (b) or (c)notice.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s or Administration Agent’s compliance therewith, there shall be any increase in the cost to such the Lender of agreeing to makemake or making, making funding or maintaining any LoanLoans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the United States, Hong Kong or any other foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office; and it being understood that, to the extent duplicative of the definition provisions of Excluded Taxes Section 3.01, this Section 3.04 shall not apply to Taxes), or (iii) Other Connection Taxesregulatory costs (whether or not reflected in an adjustment by such Lender to LIBOR), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to through the Administrative Agent given in accordance with Section 3.04)Agent, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to through the Administrative Agent given in accordance with Section 3.04)Agent, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan the interest on which is determined by reference to the Term SOFR Rate, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of any Tax that is an Excluded Tax or any Non-Excluded Taxes or (iii) Other Connection TaxesTaxes indemnifiable under Section 3.01), then from time to time within fifteen (15) days after written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or liquidity or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereofClosing Date, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and liquidity and such Xxxxxx’s desired return on capital), then from time to time upon written within fifteen (15) days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen ten (1510) days after receipt of such demanddemand therefor. (c) Failure or delay on the part of any The Borrower shall not be required to compensate a Lender to demand compensation pursuant to this Section 3.03 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180 day period referred to above shall not constitute a waiver be extended to include the period of such Lender’s right to demand such compensationretroactive effect thereof. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms thatwould not, in the reasonable judgment of such Lender, cause be inconsistent with the internal policies of, or otherwise be disadvantageous in any material legal, economic or regulatory respect to such Lender and or its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in Office. The provisions of this Section 3.03(dclause (d) shall not affect or postpone any Obligations of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a3.04(a), (b) or (c). (e) For purposes of this Section 3.04, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any the Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law occurring after the Closing Date, or the Lender's compliance therewith, there shall be any increase in the cost to such the Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or issuing Letters of Credit, or a reduction in the amount received or receivable by such the Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which the Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized in the determination of the Eurodollar Rate), then from time to time within fifteen (15) 15 days after written of demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand the Lender, subject to the Administrative Agent given in accordance with Section 3.043.04(c), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any the Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in compliance by the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, the Lender or any corporation controlling such the Lender as a consequence of the Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law 's obligations hereunder (taking into consideration such Lender’s its policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such adequacy and the Lender’s obligations hereunder's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and Lender, the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such the Lender such additional amounts as will compensate such the Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure Promptly after receipt of knowledge of any change in law or delay on the part of other event that will entitle any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.033.04, then the Lender shall give notice thereof to the Borrower certifying the basis for such Lender will, if requested by Borrower, use commercially reasonable efforts to request for compensation in accordance with Section 3.06(a) and designate another Applicable a different Lending Office for any Loan affected by if such event; provided that such efforts are made on terms thatdesignation will avoid, or reduce the amount of, compensation payable under this Section 3.04 and will not, in the reasonable good faith judgment of such the Lender, cause such Lender and its Applicable Lending Office(s) otherwise be materially disadvantageous to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing the Lender. Notwithstanding anything in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (bSections 3.04(a) or (c).3.04

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes indemnifiable under Section 3.01, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxesreserve requirements contemplated by Section 3.03(c)), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.05), the Parent Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable increased cost provisions and only to the extent the applicable Lender certifies that it is its general policy or practice to impose such charges on other similarly situated borrowers under comparable syndicated credit facilities. (b) If any Lender reasonably determines that the introduction as a result of any Change in Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein after the date hereof, or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lxxxxx’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.05), Borrower the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure [Reserved]. (d) Subject to Section 3.05(b), failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (de) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrowerthe Borrowers, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d3.03(e) shall affect or postpone any of the Obligations of Borrower the Borrowers or the rights of such Lender pursuant to Section 3.03(a), (b), (c) or (cd).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that any Laws announced after the date hereof: (i) impose on such Lender any Tax, duty, or other charge with respect to any Offshore Rate Loans or its obligation to make Offshore Rate Loans (other than as a result of any Change change in Law there shall be the rate of applicable taxes imposed on or measured by net income); (ii) change the basis on which Taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Offshore Rate Loans; (iii) impose or modify any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Offshore Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Commitment); or (iv) impose on such Lender or on the offshore Dollar interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Offshore Rate Loans or a reduction in the amount to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Offshore Rate Loans, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reductionreduction (except to the extent that such increased cost or reduction is an amount subject to Section 3.1, in which case the sum received or receivable by such Lender shall be increased in accordance with the provisions of Section 3.1). (b) If any Lender reasonably determines that any change in or the introduction interpretation of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case Laws announced after the date hereof, would hereof have the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of reduction; provided, however, that Borrower shall not be Credit Agreement Epicor Software Corporation required to pay additional amounts to compensate any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. for (di) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested applicable withholding tax imposed by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender Sections 1441 and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any 1442 of the Obligations of Borrower or the rights of such Code that is withheld by Administrative Agent from a payment to any Foreign Lender pursuant to Section 3.03(a)10.22, (bii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of any Foreign Lender; or (c)iii) any change in the rate of applicable taxes imposed on or measured by net income.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law following the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Adjusted Eurocurrency Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementfollowing the date hereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) reduction; provided that each such Lender shall make demand for compensation hereunder no later than ninety days after receipt becoming aware of such demandeffect. (c) Failure or delay on Notwithstanding anything to the part of contrary in this Section 3.04, no Borrower shall be required to pay to any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation additional amounts under this Section 3.033.04 for Taxes, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in Other Taxes and Excluded Taxes (Section 3.01 shall govern the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any obligation of the Obligations of Borrower or the rights of such Lender pursuant Borrowers to Section 3.03(a)pay additional amounts for Taxes, (b) or (cOther Taxes and Excluded Taxes).

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender reasonably determines that as a or shall impose on any Lender or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to make, (or its Applicable Lending Office) of making or maintaining any LoanFixed Rate Loan or of issuing or participating in any Letter of Credit, or a reduction in to reduce the amount of any sum received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of under this Section 3.03(a) any Agreement or under its Note, by an amount deemed by such increased costs or reduction in amount resulting from (i) Indemnified TaxesLender to be material, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)then, then from time to time within fifteen (15) 15 days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to therefor made through the Administrative Agent given Agent, in accordance with the form of the certificate referred to in Section 3.048.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand. (b) If Without limiting the effect of Section 8.01(a) (but without duplication), if any Lender reasonably determines at any time after the date on which this Agreement becomes effective that a Change in Law will have the introduction effect of any Law regarding (i) increasing the amount of capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which required to be maintained by such Lender (or its Applicable Lending OfficeParent) is based on the existence of such Lender’s Loans, Commitment and/or other obligations hereunder, then the Borrower shall pay to such Lender, within 15 days after its written demand therefor made through the Administrative Agent in the form of the certificate referred to in Section 8.01(c), such additional amounts as shall be required to comply, compensate such Lender for any reduction in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such LenderLender (or its Parent) as a result of such increased capital requirement; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand; provided further, or any corporation controlling however, that to the extent (i) a Lender shall increase its level of capital above the level maintained by such Lender, to Lender on the date of this Agreement and there has not been a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law or (ii) there has been a Change in Law and a Lender shall increase its level of capital by an amount greater than the increase attributable (taking into consideration the same variables taken into consideration in determining the level of capital maintained by such Lender on the date of this Agreement) to such Change in Law, the Borrower shall not be required to pay any amount or amounts under this Agreement with respect to any such increase in capital. Thus, for example, a Lender which is “adequately capitalized” (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Lender) may not require the Borrower to make payments in respect of increases in such Lender’s policies and level of capital made under the policies of circumstances described in clause (i) or (ii) above which improve its capital position from “adequately capitalized” to “well capitalized” (as such term or any corporation controlling such Lender similar term is used by any applicable bank regulatory agency having authority with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on Each Lender will promptly notify the part Borrower, through the Administrative Agent, of any event of which it has knowledge, occurring after the date on which this Agreement becomes effective, which will entitle such Lender to demand compensation pursuant to this Section 3.03 shall not constitute 8.01 and will designate a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another different Applicable Lending Office for any Loan affected by if such event; provided that designation will avoid the need for, or reduce the amount of, such efforts are made on terms thatcompensation and will not, in the reasonable sole judgment of such Lender, cause be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.01 and setting forth the additional amount or amounts to be paid to it hereunder and setting forth the basis for the determination thereof shall be conclusive in the absence of manifest error. In determining such amount, such Lender shall act reasonably and its Applicable Lending Office(s) to suffer no material economicin good faith, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone may use any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)reasonable averaging and attribution methods.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that that, as a result of the introduction of, or any Change change in, or in Law the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLIBO Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.1 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized, as to LIBO Rate Loans, in the determination of the Adjusted LIBO Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law there shall be any increase in Notwithstanding anything herein to the cost to such Lender agreeing to makecontrary, making for all purposes under this Agreement, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or maintaining any Loan, directives thereunder or a reduction in the amount received or receivable by such Lender issued in connection with therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs date enacted, adopted or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reductionissued. (b) If any the Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or liquidity requirements or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereofClosingFirst Amendment Effective Date, would have or compliance by the Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, the Lender or any corporation Person controlling such the Lender as a consequence of the Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law ’s obligations hereunder (taking into consideration such Lender’s its policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such adequacy and liquidity and the Lender’s obligations hereunderdesired return on capital), then from time to time upon written demand of such the Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to return, the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such the Lender such additional amounts as will compensate such the Lender for such reduction within fifteen (15) 15 days after receipt of such demand. (c) Failure or delay on the part of any the Lender to demand compensation pursuant to this Section 3.03 3.04 shall not constitute a waiver of such the Lender’s right to demand such compensation. (d) If any the Lender requests compensation under this Section 3.033.04, then such the Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such the Lender, cause such the Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further provided, further, that nothing in this Section 3.03(d3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such the Lender pursuant to Section 3.03(a), (bSections 3.04(a) or (c3.04(b).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any Loan, Loans or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing foregoing, that is attributable to any Tax imposed on such Lender with respect to this Agreement or any Loan made by such Lender (excluding excluding, for purposes of this Section 3.03(a) 3.04(a), any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Non-Excluded Taxes or (iii) Other Connection Taxes covered by Section 3.01, or any Excluded Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Borrower shall, Borrower shall without duplication, pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reductioncost. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereof, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days reduction. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after receipt of such demandthe date hereof. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation[Reserved]. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such eventevent or to assign its rights and obligations with respect to such Loan to another of its offices, branches or affiliates; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; , and provided further that nothing in this Section 3.03(d3.04(d) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c3.04(b).

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender reasonably determines that as a or shall impose on any Lender or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to make, (or its Applicable Lending Office) of making or maintaining any LoanFixed Rate Loan or of issuing or participating in any Letter of Credit, or a reduction in to reduce the amount of any sum received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of under this Section 3.03(a) any Agreement or under its Note, by an amount deemed by such increased costs or reduction in amount resulting from (i) Indemnified TaxesLender to be material, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)then, then from time to time within fifteen (15) 15 days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to therefor made through the Administrative Agent given Agent, in accordance with the form of the certificate referred to in Section 3.048.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand. (b) If Without limiting the effect of Section 8.01(a) (but without duplication), if any Lender reasonably determines at any time after the date on which this Agreement becomes effective that a Change in Law will have the introduction effect of any Law regarding (i) increasing the amount of capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which required to be maintained by such Lender (or its Applicable Lending OfficeParent) is based on the existence of such Lender’s Loans, Commitment and/or other obligations hereunder, then the Borrower shall pay to such Lender, within 15 days after its written demand therefor made through the Administrative Agent in the form of the certificate referred to in Section 1.01(c), such additional amounts as shall be required to comply, compensate such Lender for any reduction in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such LenderLender (or its Parent) as a result of such increased capital requirement; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand; provided further, or any corporation controlling however, that to the extent (i) a Lender shall increase its level of capital above the level maintained by such Lender, to Lender on the date of this Agreement and there has not been a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law or (ii) there has been a Change in Law and a Lender shall increase its level of capital by an amount greater than the increase attributable (taking into consideration the same variables taken into consideration in determining the level of capital maintained by such Lender on the date of this Agreement) to such Change in Law, the Borrower shall not be required to pay any amount or amounts under this Agreement with respect to any such increase in capital. Thus, for example, a Lender which is “adequately capitalized” (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Lender) may not require the Borrower to make payments in respect of increases in such Lender’s policies and level of capital made under the policies of circumstances described in clause (i) or (ii) above which improve its capital position from “adequately capitalized” to “well capitalized” (as such term or any corporation controlling such Lender similar term is used by any applicable bank regulatory agency having authority with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on Each Lender will promptly notify the part Borrower, through the Administrative Agent, of any event of which it has knowledge, occurring after the date on which this Agreement becomes effective, which will entitle such Lender to demand compensation pursuant to this Section 3.03 shall not constitute 8.01 and will designate a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another different Applicable Lending Office for any Loan affected by if such event; provided that designation will avoid the need for, or reduce the amount of, such efforts are made on terms thatcompensation and will not, in the reasonable sole judgment of such Lender, cause be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.01 and setting forth the additional amount or amounts to be paid to it hereunder and setting forth the basis for the determination thereof shall be conclusive in the absence of manifest error. In determining such amount, such Lender shall act reasonably and its Applicable Lending Office(s) to suffer no material economicin good faith, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone may use any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)reasonable averaging and attribution methods.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any a Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Requirement of Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 4.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth and upon presentment of written documentation (in reasonable detail such increased costs (with the form of a copy of such demand to the Administrative Agent given in accordance with Section 3.04detailed calculation and explanation), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction, provided such increased cost or reduction is related solely to Borrowings under this Credit Agreement. (b) If any a Lender reasonably determines that the introduction of any Law law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail Lender, the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (ai) If any Lender reasonably determines for the Loans and for other similar loans made by such Lender to similar borrowers that as a result of the introduction of or any Change change in or in the interpretation of any Applicable Law of the United States, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding, or maintaining Loans at the Eurodollar Rate or the LIBOR Rate (other than any Loanincrease in costs reflected in the Eurocurrency Reserve Requirements) or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (i) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 2.12(a) shall govern), and (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Applicable Laws of which such Lender is organized or (iii) Other Connection Taxeshas its lending office), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (bii) If any Lender reasonably determines for the Loans and for other similar loans made by such Lender to similar borrowers that the introduction of any Applicable Law of the United States regarding (i) reserves or capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Officeapplicable lending office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation Person controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to reserves or capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which SECTION 4.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States, or any foreign jurisdiction, or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; PROVIDED that the Borrower shall not be required to compensate a Lender pursuant to this SECTION 4.04(a) for any increased costs or reductions incurred more than 180 days prior to the date such Lender notifies the Borrower of such change in Law or interpretation of Law and of such Lender's intention to claim compensation therefor. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on reduction; PROVIDED that the part of any Borrower shall not be required to compensate a Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver SECTION 4.04(b) for any reductions in the rate of return suffered or incurred more than 180 days prior to the date such Lender notifies the Borrower of such introduction, change or interpretation of, or compliance with, Law regarding capital adequacy and of such Lender’s right 's intention to demand such compensationclaim compensation therefor. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any -------------- such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the ------------ basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxes)reserve requirements utilized in the determination of the Eurodollar Rate, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan the interest on which is determined by reference to the Eurodollar Rate, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Taxes and (ii) Taxes described reserve requirements reflected in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection TaxesEurodollar Rate), then from time to time within fifteen (15) days after written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or liquidity or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereof, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling Controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and liquidity and such Lender’s desired return on capital), then from time to time upon written within fifteen (15) days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen ten (1510) days after receipt of such demanddemand therefor. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation[Reserved]. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms thatwould not, in the reasonable good faith judgment of such Lender, cause be inconsistent with the internal policies of, or otherwise be materially disadvantageous in any legal, economic or regulatory respect to such Lender and or its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in Office. The provisions of this Section 3.03(dclause (d) shall not affect or postpone any Obligations of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(aSections 3.04(a), (b) or (c). (e) For purposes of this Section 3.04, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have gone into effect after the date hereof, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding, maintaining or maintaining any Loanparticipating in Eurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office and (iii) Other Connection Taxes)reserve requirements included in determining the Eurodollar Rate, does not represent the cost to such Lender, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand holding company for such compensationreduction. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a1) If any Lender reasonably the Bank determines that as a result of the introduction of or any Change change in Law or in the interpretation of any law, or the Bank's compliance therewith, there shall be any increase in the cost to such Lender the Bank of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loan Segments under this Agreement, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of Bank under the definition of Excluded Taxes or (iii) Other Connection Taxes)Notes, then from time to time within fifteen (15) days after written upon demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Bank, the Borrower shall pay to such Lender the Bank such additional amounts as will compensate such Lender the Bank for such increased cost or reduction. (b2) If any Lender reasonably the Bank determines that the introduction of any Law law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in compliance by the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complyBank therewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, the Bank or any corporation controlling such Lender, to the Bank as a level below that which such Lender, or consequence of the corporation controlling such Lender, could have achieved but for such Change in Law Bank's obligations hereunder (taking into consideration such Lender’s its policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderadequacy and the Bank's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and Bank, the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender the Bank such additional amounts as will compensate shall be certified by the Bank to be the amounts allocable to the Bank's obligations to the Borrower hereunder. (3) The Borrower shall pay to the Bank, as long as the Bank shall be required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal amount of each Eurodollar Rate Loan Segment hereunder equal to the actual costs of such Lender for reserves allocated to such reduction within fifteen Loan Segment (15) as determined by the Bank in good faith), which shall be due and payable on each date on which interest is payable on such Loan Segment, provided the Borrower shall have received at -------- least 15 days' prior notice of such additional interest from the Bank. If the Bank fails to give notice 15 days after prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from the receipt of such demandnotice. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanLoan the interest on which is determined by reference to the Term SOFR Rate, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (iA) Indemnified Taxes, (ii) Taxes any Tax that is described in clauses (bc) through (de) of the definition of “Excluded Taxes”, (B) any Non-Excluded Taxes or Other Taxes and (iiiC) Other any Connection Income Taxes), then from time to time within fifteen (15) 15 days after written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or liquidity or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to complythereof, in each case after the date hereofClosing Date, would have or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such LenderLender (for the avoidance of doubt, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (not taking into consideration account any such Lender’s policies and the policies reduction on account of any corporation controlling such Lender with respect to capital adequacyTaxes, which are governed solely by Sections 3.01 and 3.04(a)) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and liquidity and such Xxxxxx’s desired return on capital), then from time to time upon written within 15 days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) ten days after receipt of such demanddemand therefor. (c) Failure or delay on the part of any The Borrower shall not be required to compensate a Lender to demand compensation pursuant to this Section 3.03 3.04(a) or (b) for any such increased cost or reduction incurred more than 180 days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall not constitute a waiver be extended to include the period of such Lender’s right to demand such compensationretroactive effect thereof. (d) If any Lender requests compensation under this Section 3.033.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms thatwould not, in the reasonable judgment of such Lender, cause be inconsistent with the internal policies of, or otherwise be disadvantageous in any material legal, economic or regulatory respect to such Lender and or its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in Office. The provisions of this Section 3.03(dclause (d) shall not affect or postpone any Obligations of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a3.04(a), (b) or (c). (e) For purposes of this Section 3.04, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued. PRIVATE & CONFIDENTIAL SUBJECT TO FRE 408 & ITS EQUIVALENTS

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized in the determination of the Eurodollar Rate), then from time to time within fifteen (15) days after upon written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall either (x) pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction, or (y) prepay or convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, together with all such additional amounts as will compensate such Lender through the date of such prepayment or conversion for such increased cost or reduction plus all Funding Losses and interest due as of the date of such prepayment or conversion. Lender’s demand shall be accompanied by a statement of amount and setting forth in reasonable detail such Lender’s calculation thereof. (b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall either (x) pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen increased cost or reduction, or (15y) days after receipt prepay or convert all Eurodollar Rate Loans of such demand. (c) Failure or delay on the part of any Lender to Base Rate Loans, together with all such additional amounts as will compensate such Lender through the date of such prepayment or conversion for such increased cost or reduction plus all Funding Losses and interest due as of the date of such prepayment or conversion. Lender’s demand compensation pursuant to this Section 3.03 shall not constitute be accompanied by a waiver statement of amount and setting forth in reasonable detail such Lender’s right to demand such compensationcalculation thereof. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law Law, or Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any Loanloans at the Interest Rate based upon the Adjusted LIBO Rate, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Laws of which Lender is organized or has its Lending Office, and (iii) Other Connection Taxesreserve requirements utilized in the determination of the Adjusted LIBO Rate), then from time to time within fifteen (15) days after written upon demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Lender, Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Change in Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which such compliance by Lender (or its Applicable Lending Office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender as a consequence of Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law 's obligations hereunder (taking into consideration such Lender’s its policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such adequacy and Lender’s obligations hereunder's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Lender, Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably in good faith determines that as a result of the introduction of or any Change change in Law or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any LoanEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(aclause (a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 3.01 shall govern), (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition jurisdiction under the laws of Excluded Taxes which such Lender is organized or in which such Lender has its Lending Office and (iii) Other Connection Taxes)reserve requirements utilized in the determination of the Eurodollar Rate, then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably in good faith determines that the introduction of any Law regarding (i) capital adequacy of, or any change therein in or in the interpretation thereof or (ii) liquidity requirementof, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case Law after the date hereof, would have regarding capital adequacy has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to Lender as a level below that which consequence of such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law 's obligations hereunder (taking into consideration such Lender’s 's or such corporation's policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03reduction, then provided that such Lender will, if requested by Borrower, use commercially shall have used reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)mitigate said additional amounts.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or in the case of any Change in Law with respect to Taxes, any Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes (as to which Section 3.01 shall govern), (ii) Excluded Taxes described in clauses (b) through other than clause (da) of the definition of Excluded Taxes or Taxes), (iii) Other Connection Income Taxes, and (iv) reserve requirements reflected in the Eurodollar Rate), then from time to time within fifteen (15) days Business Days after written demand by of such Lender setting forth in reasonable detail (which need not include any information the disclosure of which by such Lender is prohibited by applicable Laws) such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.06), the Lead Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that such increased costs may only be requested by a Lender imposing such increased costs on borrowers similarly situated to the BorrowerBorrowers under syndicated credit facilities comparable to those provided hereunder. (b) If any Lender reasonably or L/C Issuer determines that the introduction of any Change in Law regarding (i) capital adequacy affecting such Lender or L/C Issuer or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which lending office of such Lender (or its Applicable Lending Office) is required to complysuch Lender’s or L/C Issuer’s holding company, in each case after the date hereofif any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender or L/C Issuer or any holding company of such Lender or L/C Issuer, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any corporation controlling such LenderL/C Issuer, to a level below that which such Lender, Lender or the corporation controlling L/C Issuer or such Lender, ’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of any corporation controlling such Lender Lender’s or L/C Issuer’s holding company with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderadequacy or liquidity), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Lead Borrower shall will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction within fifteen (15) days after receipt of such demandor increase suffered. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 The Lead Borrower shall not constitute be required to compensate a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (c)180) days prior to the date that such Lender demands, or notifies the Lead Borrower of its intention to demand, compensation therefor; provided that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such one hundred and eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding or maintaining any Loan, Loan or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a3.02 (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or and (iii) Other Connection Income Taxes)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen ten (1510) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.043.03), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction of any Change in Law regarding (i) capital adequacy affecting such Lender or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which Lending Office of such Lender (or its Applicable Lending Office) is required to complysuch Lender’s holding company, in each case after the date hereofif any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or any corporation controlling the Loans made by such Lender, to a level below that which such Lender, Lender or the corporation controlling such Lender, ’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender Xxxxxx’s holding company with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), 3.03) the Borrower shall will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered within fifteen ten (1510) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 3.02 shall not constitute a waiver of such LenderXxxxxx’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.033.02, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such eventevent if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.02 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; , and provided further that nothing in this Section 3.03(d3.02(d) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.03(a3.02(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender reasonably determines that as a (except any reserve requirement reflected in the LIBO Rate); (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement, or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any tax excluded from the definition of Taxes in Section 3.01(a) payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender; and the result of any Change in Law there of the foregoing shall be any to increase in the cost to such Lender agreeing to make, of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or a reduction in to reduce the amount of any sum received or receivable by such Lender in connection with hereunder (whether of principal, interest or any of the foregoing (excluding for purposes of this Section 3.03(aother amount) any such increased costs or reduction in amount resulting from (i) Indemnified Taxesthen, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy upon request of such demand to Lender, the Administrative Agent given in accordance with Section 3.04), Borrower shall Borrowers will pay to such Lender Lender, such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred or reductionreduction suffered, so long as such costs have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor. (b) If Without duplication of amounts payable in paragraph (a) above, if any Lender reasonably determines that the introduction of any change in Law regarding (i) capital adequacy affecting such Lender or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which lending officer of such Lender (or its Applicable Lending Office) is required to complyLender’s holding company, in each case after the date hereofif any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or any corporation controlling the Loans made by such Lender, Lender to a level below that which such Lender, Lender or the corporation controlling such Lender, ’s holding company could have achieved but for such Change change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender Lender’s holding company with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office holding company for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)reduction suffered.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any change in Law occurs after the Effective Date which shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (ii) subject any Lender reasonably determines that as a to any tax of any kind whatsoever with respect to this Agreement, or change the basis of taxation of payments to such Lender in respect thereof (except for Taxes or Other Taxes covered by Section 2.5 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender); or (iii) impose on any Lender any other condition, cost or expense affecting this Agreement made by such Lender; (b) and the result of any Change in Law there of the foregoing shall be any increase in the cost to such Lender agreeing to make, making or maintaining any Loan, or a reduction in reduce the amount of any sum received or receivable by such Lender in connection with (whether of principal, interest or any of the foregoing (excluding for purposes of this Section 3.03(aother amount) any such increased costs or reduction in amount resulting from (i) Indemnified Taxesthen, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy upon request of such demand to Lender, the Administrative Agent given in accordance with Section 3.04), Borrower shall will pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred or reductionreduction suffered, so long as such costs have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor. (c) Without duplication of amounts payable pursuant to paragraphs (a) and (b) If above, if any Lender reasonably determines that the introduction of any change in Law regarding (i) capital adequacy affecting such Lender or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which lending officer of such Lender (or its Applicable Lending Office) is required to complyLender’s holding company, in each case after the date hereofif any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Growth Capital Loan Commitment and/or the Revolving Line of such Lender or any corporation controlling the Credit Extensions made by such Lender, Lender to a level below that which such Lender, Lender or the corporation controlling such Lender, ’s holding company could have achieved but for such Change change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender Lender’s holding company with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall will pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office holding company for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)reduction suffered.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result any change in or the interpretation of any Change in Law there shall be any increase in Laws announced after the cost to date hereof have the effect of reducing the rate of return on the capital of such Lender agreeing to make, making or maintaining any Loan, or a reduction in the amount received or receivable compliance by such Lender in connection (or its Lending Office) or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with any of the foregoing (excluding for purposes of this Section 3.03(a) any respect to capital adequacy and such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection TaxesLender’s desired return on capital), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost reduction; provided that (a) Borrower shall not be required to pay such additional amounts to compensate any Lender for (i) any Excluded Taxes or reduction. any liabilities excluded from the definition of Indemnified Taxes by Section 3.01, (ii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that such Administrative Agent did not properly withhold any Tax or other amount from payments made in respect of any Lender, or (iii) any change in the rate of applicable Taxes imposed on or measured by net income, and (b) If any Lender reasonably determines that notwithstanding anything herein to the introduction of any Law regarding contrary, (i) capital adequacy the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or any change therein directives thereunder or issued in the interpretation thereof or connection therewith and (ii) liquidity requirementall requests, rules, guidelines or in each case any change therein or in directives promulgated by the interpretation thereof with which such Lender Bank for International Settlements, the Basel Committee on Banking Supervision (or its Applicable Lending Officeany successor or similar authority) is required to complyor the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been implemented after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).. Fusion NBS Acquisition Corp. Credit Agreement

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that that, as a result of the enactment, promulgation, adoption or issuance of any Change Law or any amendment of or other change in any Law or any change in the interpretation of any Law, in each case after the date hereof (each, a “New Law”) or such Lender’s compliance with any New Law, there shall be (x) any increase in the cost to such Lender agreeing to make, making of funding or maintaining any Loan, Term Loans at the Interest Rate based upon the Adjusted LIBO Rate or (y) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing hereunder (excluding excluding, for purposes of this Section 3.03(a) 3.04(a), any such increased costs or reduction in amount received or receivable consisting of or resulting from (i) Indemnified Taxes expressly indemnified under Sections 3.01(a)-(c) above and Excluded Taxes, or (ii) Taxes described changes in clauses the basis of taxation of overall net income or overall gross income (bor franchise Taxes) through (d) by any Governmental Authority of or in the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes any thereof under the Laws of which such Lender is organized or (iii) Other Connection Taxesin which such Lender has an office at which it maintains its Term Loans), then from time to time within fifteen thirty (1530) days after receipt of written demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Agent) accompanied by reasonable documentary evidence of the relevant New Law and the calculation of the amount demanded, Borrower the Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be required to compensate any Lender pursuant to this Section 3.04 for any amount incurred more than 180 days prior to the date that such Lender notifies the Company in writing of its claim for reimbursement under this Section 3.04. (b) If any Lender reasonably determines that a New Law (including with respect to capital adequacy), or compliance by such Lender therewith (in each case, excluding Taxes expressly indemnified under Sections 3.01(a)-(c) above and Excluded Taxes), including, without limitation, any New Law arising from the introduction Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of any Law regarding (i) capital adequacy 2010, as amended, or any change therein rules, regulations, interpretations, guidelines or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case directives promulgated thereunder after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling Controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder or the making or maintaining by such Lender of its Term Loans below that which such Lender could have achieved but for such New Law (taking into consideration its policies with respect to capital adequacy), then from time to time upon within thirty (30) days after receipt of written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04)Agent) accompanied by reasonable documentary evidence of the relevant New Law and the calculation of the amount demanded, Borrower the Company shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) Failure or delay on reduction; provided, that the part of Company shall not be required to compensate any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver 3.04 for any amount incurred more than 180 days prior to the date that such Lender notifies the Company in writing of such Lender’s right to demand such compensation. (d) If any Lender requests compensation its claim for reimbursement under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c)3.04.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a the adoption of any Law or any change in any Law or in the interpretation thereof effective after the date hereof: (i) Subjects such Lender to any tax, duty, or other charge with respect to any Eurodollar Rate Loans or Fixed Rate Loans or its obligation to make Eurodollar Rate Loans or Fixed Rate Loans, or changes the basis on which taxes are imposed on any amounts payable to such Lender under this Agreement in respect of any Eurodollar Rate Loans; (ii) Imposes or modifies any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Revolving Commitment); or (iii) Imposes on such Lender or on the offshore interbank market any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments; and the result of any Change in Law there shall be any of the foregoing is to increase in the cost to such Lender agreeing to makeof making, making Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or a reduction in the amount Fixed Rate Loans or to reduce any sum received or receivable by such Lender in connection under this Agreement with respect to any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs Eurodollar Rate Loans or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes)Fixed Rate Loans, then from time to time within fifteen (15) days after written upon demand by such of Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), each Co-Borrower shall pay to such Lender such additional amounts attributable to such Co-Borrower as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that the introduction adoption of any Law regarding (i) capital adequacy or any change therein in any Law or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case effective after the date hereof, would have hereof has the effect of reducing the rate of return on the capital of such Lender, Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s 's obligations hereunderhereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), each Co-Borrower shall pay to such Lender such additional amounts attributable to such Co-Borrower as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on Notwithstanding the part foregoing provisions of any this Section, a Lender shall not be entitled to demand compensation pursuant to this Section 3.03 shall not constitute a waiver in respect of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, Competitive Loan if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, the adoption of or change in Law or in the reasonable judgment of interpretation thereof that would otherwise entitle it to such Lender, cause such Lender and its Applicable Lending Office(s) compensation shall have been publicly announced prior to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any submission of the Obligations of Borrower or the rights of such Lender Competitive Bid pursuant to Section 3.03(a), (b) or (c)which such Loan was made.

Increased Cost and Reduced Return; Capital Adequacy. (ai) If any Lender reasonably determines for the Loans and for other similar loans made by such Lender to similar borrowers that as a result of the introduction of or any Change change in or in the interpretation of any Applicable Law of the United States, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to makemake or making, making funding, or maintaining any LoanLoans at the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(asubsection (i) any such increased costs or reduction in amount resulting from (i) Indemnified TaxesTaxes or Other Taxes (as to which Section 2.12(a) shall govern), and (ii) Taxes described changes in clauses (b) through (d) the basis of taxation of overall net income or overall gross income by the definition United States or any foreign jurisdiction or any political subdivision of Excluded Taxes either thereof under the Applicable Laws of which such Lender is organized or (iii) Other Connection Taxeshas its lending office), then from time to time within fifteen (15) days after written upon demand by of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (bii) If any Lender reasonably determines for the Loans and for other similar loans made by such Lender to similar borrowers that the introduction of any Applicable Law of the United States regarding (i) reserves or capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirementthereof, or in each case any change therein or in the interpretation thereof with which compliance by such Lender (or its Applicable Lending Officeapplicable lending office) is required to complytherewith, in each case after the date hereof, would have has the effect of reducing the rate of return on the capital of such Lender, Lender or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation Person controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunderhereunder (taking into consideration its policies with respect to reserves or capital adequacy and such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04Agent), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demandreduction. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).