Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (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 (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

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

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall subject any Lender (or its Lending Office) to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or shall change the basis of taxation of payments to any Lender (or its Lending Office) in respect thereof (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoLending Office); or (iii) shall impose on any Lender (or any L/C Issuer its Lending Office) or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Euro-Dollar Advances by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan Euro-Dollar Advance (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of CreditAdvance), or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Lender, L/C Issuer or other Recipient hereunder (whether of principalin its reasonable discretion, interest or any other amount) to be material, then, upon request of demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will reasonably compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or increased cost or reduction suffered. (b) If any Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be material, then from time to time, upon demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change in Law shall: (i) imposeapplicable law, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account ofrule, or credit extended regulation, or participated any change therein, or any change in bythe interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Holder with any Lender request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall subject Holder to any tax, duty or other charge with respect to the Loan, or shall change the basis of taxation of payments to Holder of the principal of or interest on the Loan or any other amounts due under the Notes or in respect of the Loan or its obligation to make the Loan (except any reserve requirement reflected for changes in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) the rate of tax on the overall net income of the definition of Excluded Taxes and (CHolder) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient Holder of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such the Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderHolder under this Note with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount reasonably deemed by Holder to be material, interest or any other amount) then, upon request of such Lenderwithin fifteen days after demand by Holder, L/C Issuer or other Recipient, the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Holder such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Holder for such increased cost or reduction. (b) Holder will promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Holder to compensation pursuant to this Section. A certificate of Holder claiming compensation under this Section, setting forth the additional costs incurred amount or reduction sufferedamounts to be paid to it hereunder and evidence reasonably substantiating Holder's claim for compensation shall be conclusive in the absence of manifest error. In determining such amount, Holder may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If on or after the date hereof any Change in Law shall:Law (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuerits applicable Lending Office); (ii) shall impose on any Lender (or its applicable Lending Office) any other condition, cost or expense (other than taxes) affecting its Term SOFR Loans, its Notes or its obligation to make Term SOFR Loans; or (iii) shall subject any Recipient Lender or Agent to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes taxes described in clauses (bi), (ii), (iii) through or (div) of the definition of Excluded exclusions from Taxes and (C) Connection Income Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its applicable Lending Office) of making, converting to, continuing making or maintaining any Term SOFR Loan or (or, in the case of maintaining its obligation a Change in Law with respect to make taxes, any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), ) or to reduce the amount of any sum received or receivable by such LenderLender (or its applicable Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, any Change in Law has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to it. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or other Recipientamounts necessary to compensate such Lender, as the case may be, shall be conclusive in the absence of manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such additional Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs incurred or reduction sufferedreductions and of such Lender’s intention to claim compensation therefor; provided further 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.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any Loan or any obligation to make Loans, any Change in Law shall:Law (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuerits Applicable Lending Office); (ii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense (other than taxes) affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; or (iii) shall subject any Recipient Lender or Agent to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes taxes described in clauses (bi), (ii), (iii) through or (div) of the definition of Excluded exclusions from Taxes and (C) Connection Income Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Euro-Dollar Loan or (or, in the case of maintaining its obligation a Change in Law with respect to make taxes, any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), ) or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, any Change in Law has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to it. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or other Recipientamounts necessary to compensate such Lender, as the case may be, shall be conclusive in the absence of manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that no Borrower shall be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such additional Lender notifies the Borrower of the Change in Law giving rise to such increased costs incurred or reduction sufferedreductions and of such Lender's intention to claim compensation therefor; provided further 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.

Increased Cost and Reduced Return. (a) If any after the date hereof, a Change in Law or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsany kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or other obligationschange the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.08(e) and the imposition of, or its depositsany change in the rate of, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Euro-Dollar Advances by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan Euro-Dollar Advance (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of CreditAdvance), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. If the adoption after the date hereof of any applicable law, rule or regulation, or accounting principle, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority or Accounting Authority charged with the interpretation or administration thereof, or compliance by any Conduit Funding Source, the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority or Accounting Authority (a) If subjects any Change Funding Party to any charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the “Funding Documents”) imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxesof the Funding Parties, (B) Taxes described in clauses (b) through (d) has the effect of reducing the definition rate of Excluded Taxes and return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (Ctaking into consideration such Funding Party’s policies concerning capital adequacy) Connection Income Taxesor (e) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is (x) to impose a cost on, or increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Loaninterest acquired under any Funding Document, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lenderreference to the amount of interests held or amounts received by it hereunder, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipientdemand by the Agent, the Borrower will Seller shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such LenderPurchaser (or, L/C Issuer or other Recipient, as in the case may beof the Conduit, will enable the Conduit to compensate any Conduit Funding Source) for such additional costs incurred increased cost or reduction sufferedreduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Syndicated Loans or issue or participate in any Swingline Loan or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan (in each case described in clauses (x) and (y) and subject to clause (e) below, the “Applicable Date”), any Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or shall impose on any L/C Issuer;Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower to pay, such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction (other than any increased cost or reduction attributable to any tax, which shall be governed exclusively by Section 8.03(b) or Section 8.04, as applicable). (iib) subject If (x) any Recipient Lender shall have determined that, after the Applicable Date, any Change in Law (other than with respect to taxes, but including as to capital adequacy and liquidity requirements) has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material or (y) any Lender or the Administrative Agent shall have determined, after the Applicable Date, any Change in Law has or would have the effect of subjecting any Lender or the Administrative Agent to any Taxes taxes (other than (A) Indemnified TaxesTaxes for which any Obligor is required to indemnify the Lender or Administrative Agent pursuant to Section 8.04(b) or Section 8.04(d), or would be required to indemnify the Lender or Administrative Agent but is not so required because an exclusion in Section 8.04(b)(ii), 8.04(b)(iv) or 8.04(d)(ii) applies, (B) Taxes described in taxes excluded from the definition of “Taxes” by reason of any of clauses (ba) through (d) of such definition, (C) Other Taxes and Assignment Taxes excluded from the definition of Excluded “Other Taxes,” (D) Taxes and Other Taxes that any Obligor is not required to indemnify the Lender for pursuant to Section 8.04(h) and (CE) Connection Income Taxesamounts for which any Obligor is required to pay the Lender or Administrative Agent pursuant to Section 8.04(m)(ii) on or (iii)) with respect to its loansLoans, loan principal, letters of credit, commitments, Commitments or other obligationsobligations with respect to this Agreement, or its deposits, reserves, other liabilities or capital attributable thereto; or, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction or taxes. (iiic) impose Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the Applicable Date, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section shall be delivered to the Company and the Administrative Agent setting forth the additional amount or amounts to be paid to it hereunder which certificate, accompanied by a computation thereof in reasonable detail, shall be conclusive in the absence of manifest error. Notwithstanding Section 8.03(a), the applicable Borrower shall be obligated to compensate any Lender only for any amount arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Lender notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such statute, regulation or other such basis, such Lender did not know that such amount would arise or accrue. (d) Section 8.03 does not apply to the extent any increased cost is attributable to the willful breach by the relevant Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result its Affiliates of any of the foregoing shall be law or regulation. (e) With respect to increase the any increased cost to such any Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loana Subsidiary Borrower, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate reduction in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any Lender (or its Applicable Lending Office) by an amount deemed by such LenderLender to be material, L/C Issuer by reason of the fact that a Subsidiary Borrower is incorporated in, or other Recipient hereunder (whether of principalconducts business in, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipienta jurisdiction outside the United States, the Applicable Date for purposes of this Section 8.03 shall be deemed to be the date such Subsidiary becomes a Subsidiary Borrower hereunder. (f) Notwithstanding the foregoing, a Lender shall not be entitled to compensation pursuant to this Section 8.03 unless it shall have delivered a notice in writing to the Company certifying that it is generally charging or generally will pay charge such costs in similar circumstances to similarly situated customers (as determined by such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction sufferedLender in good faith) under comparable credit facilities having provisions similar to this Section 8.03.

Increased Cost and Reduced Return. (a) If any Change in Law shallLaw: (i) shall impose, modify modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, insurance charge or similar requirement against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuerits Applicable Lending Office), including each Commitment of such Lender hereunder; (ii) shall impose on any Lender (or its Applicable Lending Office) or on the applicable offshore interbank market any other condition (other than Taxes) affecting this Agreement or any Note or any Loans made by such Lender; (iii) shall subject any Recipient Lender (or its Applicable Lending Office) to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Taxes, (C) Connection Income Taxesreserve, special deposit, assessment compulsory loan, insurance charge or similar requirements, the compensation for which is governed solely by Section 3.01(a)(i) or (D) capital adequacy or liquidity requirements, the compensation for which is governed solely by Section 3.01(b)) on its loans, loan principal, letters of credit, participations or commitments, or other obligationson its assets, or its deposits, reserves, other liabilities or capital capital, in each case, attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting tointo, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation Commitment to participate in or to issue any Letter of Credit), make Loans) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer Lender (or other Recipient hereunder (whether of principal, interest its Applicable Lending Office) under this Agreement or any other amount) thenNote with respect to any Loan, upon request of such Lender, L/C Issuer or other Recipient, then the Borrower will Company shall pay to such LenderLender within 15 days of demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation under this paragraph (a), L/C Issuer the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Loans of the Type with respect to which such compensation is requested, or to convert Loans of any other RecipientType into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If any Lender shall have determined that any Change in Law regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return on the capital of such Lender or its Lender Parent as a consequence of such Xxxxxx’s obligations hereunder to a level below that which such Lender or its Lender Parent could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy and liquidity), then from time to time within 15 days after demand by such Lender (with a copy to the case may be, Administrative Agent) the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or its Lender Parent for such reduction. (c) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 3.01 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.01 shall furnish to the Company and the Administrative Agent a statement setting forth the additional amount or other Recipientamounts to be paid to it hereunder and the calculation thereof in reasonable detail, as which shall be conclusive in the case absence of manifest error. In determining such amount, such Lender may be, use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation for such additional any increased costs incurred or reduction sufferedin amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reduction in return on capital with respect to any period prior to the date that is three months prior to such request if such Lender knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions in return on capital and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions in capital; provided further that the foregoing limitation shall not apply to any increased costs or reductions in return on capital arising out of the retroactive application of any Change in Law as aforesaid within such three month period. (e) Notwithstanding the foregoing provisions of this Section, no Lender shall be entitled to request compensation under this Section for any costs referred to in paragraph (a)(iii) above or any costs imposed on such Lender under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III unless it shall be the general policy or practice of such Lender to seek compensation under comparable credit facilities the documents for which contain provisions comparable to this Section 3.01.

Increased Cost and Reduced Return. (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 (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;the applicable Euro-Dollar Reserve Percentage); or (ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsany kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or other obligationschange the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.08(e) and the imposition of, or its depositsany change in the rate of, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Euro-Dollar Advances by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan Euro-Dollar Advance (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of CreditAdvance), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. If any Affected Entity shall be charged any fee, expense or increased cost on account of a Regulatory Change: (i) that subjects any Affected Entity to any Tax, duty or other charge or withholding on or with respect to any Funding Agreement or an Affected Entity’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Affected Entity of any amounts payable under any Funding Agreement (except for (a) If any Change changes in Law shall: the rate of Tax on the overall revenues or net income of an Affected Entity and (ib) imposeExcluded Taxes) or (ii) that imposes, modify modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by an Affected Entity pursuant to a Funding Agreement or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market that imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and condition the result of any of the foregoing shall be which is to increase the cost to such Lender or such other Recipient an Affected Entity of making, converting to, continuing or maintaining any Loan or of maintaining performing its obligation to make any such Loanobligations under a Funding Agreement, or to increase reduce the cost to such Lender, such L/C Issuer or such other Recipient rate of participating in, issuing or maintaining any Letter return on an Affected Entity’s capital as a consequence of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by such Lenderan Affected Entity under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lenderdemand by the applicable Co-Agent, L/C Issuer or other Recipient, the Borrower will shall pay to such LenderCo-Agent, L/C Issuer or other Recipient, as for the case may bebenefit of the relevant Affected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction. Each Affected Entity will promptly notify the applicable Co-Agent, and such Co-Agent will promptly thereafter notify Borrower, of any event of which it has knowledge, occurring after the date such Affected Entity first became entitled to the benefits of this Section, which will entitle such Affected Entity to compensation pursuant to this Section and will, if possible, designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Affected Entity, be otherwise materially disadvantageous to such Affected Entity. A certificate of any Affected Entity claiming compensation under this Section and setting forth the additional amount or amounts as will compensate to be paid to it hereunder and showing in reasonable detail the calculation thereof shall be conclusive in the absence of manifest error. In determining such Lenderamount, L/C Issuer or other Recipient, as the case such Affected Entity may be, for such additional costs incurred or reduction suffereduse any reasonable averaging and attribution methods previously disclosed in writing to Borrower.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLC Issuer (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Euro-Dollar Rate Tender Advance (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender LC Issuer (or any L/C Issuer its Lending Office) or on the London interbank market any other conditioncondition affecting its Euro-Dollar Rate Tender Advance, cost its Reimbursement Note or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Euro-Dollar Rate Tender Advances; and the result of any of the foregoing shall be is to increase the cost to such Lender LC Issuer (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Euro-Dollar Rate Tender Advance, or to reduce the amount of any sum received or receivable by such LenderLC Issuer (or its Lending Office) under this Agreement or under its Reimbursement Note with respect thereto, L/C by an amount deemed by such LC Issuer or other Recipient hereunder (whether of principalto be material, interest or any other amount) then, upon request of within 15 days after demand by such LenderLC Issuer made to Lessor and Lessee(with a copy to the Agent), L/C Issuer or other Recipient, the Borrower will Lessor shall pay to such Lender, L/C LC Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such LenderLC Issuer for such increased cost or reduction; provided, L/C that no such LC Issuer shall be entitled to any such compensation for any such increased cost or reduction of sum received or receivable incurred more than 45 days prior to the date of its written demand for such compensation. (b) If any LC Issuer shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any LC Issuer (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such LC Issuer's capital as a consequence of its obligations hereunder to a level below that which such LC Issuer could have achieved but for such adoption, change or compliance (taking into consideration such LC Issuer's policies with respect to capital adequacy) by an amount deemed by such LC Issuer to be material, then from time to time, within 15 days after demand by such LC Issuer made to Lessor and Lessee, Lessor shall pay to such LC Issuer such additional amount or amounts as will compensate such LC Issuer for such reduction; provided, that no such LC Issuer shall be entitled to any such compensation for any such reduction of the rate of return incurred more than 45 days prior to the date of its written demand for such compensation. (c) Each LC Issuer will promptly notify Lessor, Lessee and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such LC Issuer to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such LC Issuer, be otherwise disadvantageous to such LC Issuer. A certificate of any LC Issuer claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such LC Issuer may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such Participant, for such additional costs incurred Assignee or reduction sufferedother Transferee.

Increased Cost and Reduced Return. (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 (except excluding (A) Taxes and (B) any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuerthe applicable Eurodollar Reserve Percentage); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bc) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, principal or commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer Recipient or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer Lender or such other Recipient hereunder in an amount deemed material (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will will, within 15 days after demand by such Lender or other Recipient (with a copy to the Administrative Agent), pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Recipient shall demand compensation pursuant to this Section if it shall not at the time be the general policy or practice of such Recipient to demand such compensation from similarly situated borrowers.

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

Increased Cost and Reduced Return. (a) If any after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBORthe applicable Euro-Dollar Reserve Percentage) or any L/C Issuer;with respect to this Agreement; or (ii) subject any Recipient Lender to any Taxes tax of any kind whatsoever (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentswith respect to this Agreement or any Euro-Dollar Advances made by it, or other obligationschange the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.08(e) and the imposition of, or its depositsany change in the rate of, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Euro-Dollar Advances by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan Euro-Dollar Advance (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of CreditAdvance), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If any a Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, such Lender (or its Applicable Lending Office) or shall impose on any Lender (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or on the London interbank market any L/C Issuer;other condition affecting its Euro-Currency Loans, its Note(s) or its obligation to make Euro-Currency Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note(s) with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (iib) If any Lender shall have determined that a Change in Law has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction. (c) If after the date of this Agreement, a Change in Law shall subject any Recipient Lender to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes imposed on or with respect to any payment made by a Borrower hereunder or under any Notes and (C) Connection Income Domestic Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Euro-Currency Loan (or of maintaining its obligation to make any such Loan, ) or to increase the cost to such Lender, such L/C Issuer or such other Recipient Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of such Lender, L/C Issuer or other Recipient, then the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (d) Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, and/or any Change in Law which will entitle such Lender to compensation pursuant to this Section 8.03 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder and the calculation of such amount or amounts in reasonable detail shall be delivered to the Company contemporaneously with any demand for payment hereunder and shall be conclusive in the absence of clearly demonstrable error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (e) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, as the case may be; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section 8.03 for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) If after the date --------------------------------- hereof, a Change of Law or compliance by any Change in Law shallFunding Party (or its Funding Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, (1) any such requirement imposed by the Board of Governors of the Federal Reserve System, and (2) with respect to any LIBOR Advance, any reserve requirement described in the definition of Euro-Dollar Reserve Percentage in excess of the reserve requirement of the Agent) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Funding Party (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Funding Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Funding Party (or any L/C Issuer its Funding Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost condition affecting its LIBOR Advances or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make LIBOR Advances; and the result of any of the foregoing shall be is to increase the cost to such Lender Funding Party (or such other Recipient its Funding Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)LIBOR Advance, or to reduce the amount of any sum received or receivable by such LenderFunding Party (or its Funding Office) under the Operative Documents with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Funding Party to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientFunding Party (with a copy to the Agent), the Borrower will Lessee shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Funding Party such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Funding Party for such increased cost or reduction. (b) If any Funding Party shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Funding Party (or its Funding Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Funding Party's capital as a consequence of its obligations hereunder to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party's policies with respect to capital adequacy) by an amount deemed by such Funding Party to be material, then within 15 days after demand by such Funding Party (with a copy to the Agent), the Lessee shall pay to such Funding Party such additional costs amount or amounts as will compensate such Funding Party for such reduction, but in no event shall the Lessee be liable for amounts incurred more than 90 days prior to receipt of such demand. (c) Each Funding Party will promptly notify the Lessee and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Funding Party to compensation pursuant to this Section and will designate a different Funding Office if such designation will avoid the need for, or reduction sufferedreduce the amount of, such compensation and will not, in the judgment of such Funding Party, be otherwise disadvantageous to such Funding Party. A certificate of any Funding Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Funding Party may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing, in the event the Lessee is required to pay any Funding Party amounts pursuant to Section 7.6 or this ----------- Section 7.7 and the designation of a different Funding Office pursuant to ----------- Section 7.6 or Section 7.7 will not avoid the need for compensation to such ----------- ----------- Funding Party (an "Affected Funding Party"), the Lessee may give notice to such ---------------------- Affected Funding Party (with copies to the Agent) that it wishes to seek one or more assignees (which may be one or more of the Funding Parties) to assume the Commitment of such Affected Funding Party and to purchase its outstanding Funded Amounts; provided, that if there is more than one Affected Funding Party which -------- has requested substantially and proportionally equal compensation hereunder, the Lessee shall elect to seek an assignee to assume the Commitments of all such Affected Funding Parties. Each Affected Funding Party agrees to sell its Commitment, Funded Amounts and interest in the Operative Documents in accordance with Section 6 to any such assignee for an amount equal to the sum of the --------- outstanding unpaid principal of and accrued interest or Yield on such Funded Amounts, plus all other fees and amounts (including, without limitation, any compensation due to such Affected Funding Parties under Section 7.6 or this -----------

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other conditioncondition affecting its Euro-Dollar Loans, cost Letters of Credit, its Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Euro-Dollar Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount reasonably deemed by such Lender to be material, interest or any other amount) then, upon request of within 30 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined in good faith that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations (whether with respect to Loans or the Letters of Credit) hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within 30 days after demand by such Lender, L/C Issuer the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this SECTION and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender; provided that such Lender shall not be entitled to claim any additional compensation pursuant to this SECTION if such Lender fails to provide such notice to the Borrower within 90 days of the date such Lender becomes aware of the occurrence of the event giving rise to the such claim. (d) A certificate of any Lender claiming compensation under this SECTION and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error if rendered in good faith. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (e) The provisions of this SECTION 8.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such Participant, for such additional costs incurred Assignee or reduction sufferedother Transferee.

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

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Lending Office) or on the United States market for the London interbank market any other conditioncondition affecting its Euro-Dollar Loans, cost its Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Euro-Dollar Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender, L/C Issuer the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such Participant, for such additional costs incurred Assignee or reduction sufferedother Transferee.

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

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

Increased Cost and Reduced Return. (a) If any a Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Bank (except any reserve requirement reflected in Adjusted LIBORor its Lending Office) or shall impose on any L/C Issuer;Bank (or its Lending Office) any other condition affecting its Term SOFR Loans or its obligation to make Term SOFR Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Term SOFR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (iib) If any Bank shall have determined that a Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such Change in Law, by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) If after the date of this Agreement, a Change in Law shall subject any Recipient Bank to any Taxes (other than (A) Indemnified TaxesTaxes imposed on or with respect to any payment made by or on account of the Company hereunder or under any Loan, (B) Other Taxes and Taxes described in clauses (bi) through (dv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligationsobligations hereunder, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Bank of making, converting to, continuing making or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), ) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Bank hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of such Lender, L/C Issuer or other Recipient, then the Borrower Company will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Bank such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Bank for such additional costs incurred or reduction suffered. (d) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections of this Section 8.03, the Company shall only be obligated to compensate any Bank for any amount (x) if such Bank is generally seeking similar compensation from its other similarly situated borrowers and (y) arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Bank notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such statute, regulation or other such basis, such Bank did not know that such amount would arise or accrue.

Increased Cost and Reduced Return. (a) If any Change in In Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro‑Dollar Loan any such requirement included in an applicable Euro‑Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; its Applicable Lending Office); (ii) shall subject any Recipient Lender or Agent to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes taxes described in clauses (bii), (iii) through or (div) of the exclusions from the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (iii) shall impose on any Lender (or any L/C Issuer its Applicable Lending Office) or on the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or of maintaining its obligation change with respect to make taxes, any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this ‎Section 8.03(a). (b) If any Lender shall have determined that any Change In Law has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a 33 consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change In Law (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Lender first notifies the Borrower of its intention to demand compensation under this ‎Section 8.03(b). (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, as the case such Lender may be, for such additional costs incurred or reduction suffereduse any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any Change in In Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro‑Dollar Loan any such requirement included in an applicable Euro‑Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; its Applicable Lending Office); (ii) shall subject any Recipient Lender or Agent to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes taxes described in clauses (bii), (iii) through or (div) of the exclusions from the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (iii) shall impose on any Lender (or any L/C Issuer its Applicable Lending Office) or on the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or of maintaining its obligation change with respect to make taxes, any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a). (b) If any Lender shall have determined that any Change In Law has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change In Law (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 8.03(b). (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, as the case such Lender may be, for such additional costs incurred or reduction suffereduse any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. The Borrowers agree to jointly and severally indemnify and hold each Lender harmless against the net cost to such Lender (as determined by such Lender in its sole discretion absent manifest error) of (a) If any Change material and adverse change in Law shall: (i) impose, modify the basis of taxation by any government of payments of principal of or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses interest on its Advances and (b) through (d) any reserve requirements, taxes or other charges or any other requirements imposed or implemented by any government or governmental regulatory agency after the date of the definition of Excluded Taxes and (C) Connection Income Taxes) this Agreement on its loans, loan principal, letters of credit, commitments, participation in the Loan or any Advance thereof or any deposits or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made funds acquired by such Lender or any Letter of Credit or to make its participation therein; and in the result Loan of any Advance thereof, which requirements, taxes or charges have the effect of the foregoing shall be to increase increasing the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any its participation in the Loan or any Advance thereof; PROVIDED, HOWEVER, that, if by the provisions of maintaining its obligation to make any applicable law, the payment or reimbursement of any such Loannet cost cannot be legally made, or then the Borrowers shall be entitled at any time thereafter, on giving not less than fifteen (15) days prior notice in writing to increase the cost Agent, to such Lender, such L/C Issuer or such other Recipient prepay the whole (but not a part) of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the aggregate outstanding principal amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender's participation in the Loan, L/C Issuer without penalty or premium, such prepayment to be accompanied by payment of accrued interest to the date of such prepayment and of all other Recipient, the Borrower will pay amounts owing to such LenderLender pursuant to this Agreement, L/C Issuer any of the other Loan Documents or other Recipient, any of the Collateral as the case may be, well as such additional amount or amounts as will such Lender shall in its sole discretion absent manifest error deem necessary to compensate it for any loss or net cost incurred by it due to the occurrence of any such prepayment, whereupon such Lender, L/C Issuer or other Recipient, as 's obligations to continue to make its participation in the case may be, for such additional costs incurred or reduction sufferedAdvances available shall forthwith terminate.

Increased Cost and Reduced Return. (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, subject any Lender (except any reserve requirement reflected in Adjusted LIBORor its Lending Office) or any L/C Issuer; (ii) subject any Recipient to any Taxes Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or (iiiii) impose impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, and Lender (or its Lending Office)or on any Lender or any L/C Issuer or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Lending Office) or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) or under any other Loan Document with respect thereto, L/C Issuer by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or other Recipient hereunder amounts as will compensate such Lender for such increased cost or reduction. (whether of principal, interest b) If any Lender determines that any Change in Law affecting such Lender or any other amount) thenlending office of such Lender or such Lender’s holding company, upon request if 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, L/C Issuer if any, as a consequence of this Agreement, the Commitments of such Lender or other Recipientthe Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will ​ ​ shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, L/C Issuer 10.1, 10.3 and 12.1 and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, for notifies the Borrower of the Change in Law giving rise to such additional increased costs incurred or reduction sufferedreductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If any Change in Law shallof Law: (i) shall impose, modify modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;Lender; or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender or any L/C Issuer or on the London interbank United States market for certificates of deposit any other conditioncondition affecting the Aggregate Advances, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or on any Letter of Credit or participation thereinLender’s obligation to make Advances; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan Advance or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Aggregate Advances, or to reduce the amount of any sum received or receivable by such LenderLender under this Agreement with respect thereto, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lenderin accordance with Section 7.01(c), L/C Issuer or other Recipient, the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such increased cost or reduction. (b) If any Lender shall have determined in good faith that after the date hereof that any Change in Law affecting such Lender regarding capital requirements would have the effect of reducing the rate of return on such Lender’s capital as a consequence of their obligations hereunder to a level below that which such Lender could have achieved but for such Change in Law (taking into consideration such Lender’s policies with respect to capital adequacy), then, in accordance with 7.01(c), Borrower shall pay to such Lender such additional costs incurred amount or reduction sufferedamounts as will compensate such Lender for such reduction. (c) Each affected Lender will promptly notify Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section. A certificate of such Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If In the event that the adoption of any Change applicable law, rule or regulation, or any change therein or in Law shallthe interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor or any Participant with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject the Lessor or such Participant to any additional tax of any kind whatsoever with respect to the Operative Documents or any Advance made by such Person or any purchase of a Participation Interest in any Advance, or change the basis or the applicable rate of taxation of payments to the Lessor or such Participant of its Participation Interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of the Lessor or such Participant (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or deem hold applicable any reserve, special deposit, insurance assessment, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans by, or other credit extended by, or participated in any other acquisition of funds by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) office of the definition Lessor or such Participant which are not otherwise included in determination of Excluded Taxes and (C) Connection Income Taxes) the rate of interest on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoAdvances hereunder; or (iii) does or shall impose on any Lender the Lessor or any L/C Issuer or the London interbank market such Participant any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender the Lessor or such other Recipient Participant of making, converting to, continuing making or maintaining any Loan its Advances or of purchasing or maintaining its obligation to make Participation Interest in any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Advance or to reduce any amount receivable hereunder with respect thereto, then in any such case, prior to the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other RecipientCompletion Date, the Borrower will Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall promptly pay the Lessor or such Lender, L/C Issuer or other RecipientParticipant, as the case may be, upon its demand, on an After Tax Basis, any additional amounts necessary to compensate the Lessor or such Participant for such increased cost or reduced amount receivable which the Lessor or such Participant deems to be material as determined by the Lessor or such Participant. (b) If the Lessor or any Participant shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has or would have the effect of reducing the rate of return on capital of the Lessor or such Participant, as the case may be (or any entity directly or indirectly controlling the Lessor or such Participant), as a consequence of the Lessor's or such Participant's obligations under the Operative Documents to a level below that which the Lessor or such Participant (or any entity directly or indirectly controlling the Lessor or such Participant), as applicable, could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Lessor or such Participant to be material, then from time to time, within 15 days after demand by the Lessor or such Participant (with a copy to the Agent), prior to the Completion Date, the Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall pay to the Lessor or such Participant, as the case may be, on an After Tax Basis, such additional amount or amounts as will compensate such LenderParticipant (or its parent) or the Lessor for such reduction. (c) The Lessor and each Participant will promptly notify the Lessee and the Agent of any event of which it has knowledge, L/C Issuer occurring after the date hereof, which will entitle the Lessor or other Recipientsuch Participant, as the case may be, for to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor or such Participant, as applicable, be otherwise disadvantageous to the Lessor or such Participant. A certificate of the Lessor or any Participant claiming compensation under this Section and setting forth in reasonable detail its computation of the additional costs incurred amount or reduction sufferedamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lessor or such Participant, as the case may be, may use any reasonable averaging and attribution methods. This Section shall survive the termination of this Participation Agreement and payment of the outstanding Advances and Participation Interests.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan, any Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant interest period under Section 8.02), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or any L/C Issuer; (ii) shall subject any Recipient Lender to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes described any taxes indemnified under Section 8.04 or excluded in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansLoans, loan principal, letters of credit, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities attributable or capital attributable allocated thereto; or (iii) , or impose on any Lender (or any L/C Issuer its Applicable Lending Office) or on the London interbank market any other conditioncondition affecting its Fixed Rate Loans, cost its Note (if any) or expense (other than Taxes) affecting this Agreement or its obligation to make Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Fixed Rate Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement or under its Note (if any) with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower will pay to pay, to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender, L/C Issuer other than a Defaulting Lender, shall have determined that, after the date hereof, any Change in Law, has or other Recipient, would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as the case may be, a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional costs amount or amounts as will compensate such Lender (or its Parent) for such reduction. (c) Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will use reasonable efforts to designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and the calculation thereof in reasonable detail shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary in this Section, the Company or relevant Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Company or reduction sufferedthe Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six- month period shall be extended to include the period of such retroactive effect. The obligations of the Company or relevant Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Cost and Reduced Return. (a) If any Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any Euro-Dollar Loan, any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Applicable Lending Office) or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or (except, in each case, for any Letter of Credit or participation therein; Tax, which shall be addressed solely in Section 8.4), and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 60 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs increased cost incurred or reduction suffered. (b) If any Lender shall have determined that any Change in Law affecting such Lender (or its Applicable Lending Office) or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on capital of such Lender (or on the capital of such Lender’s holding company) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or such Lender’s holding company) could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 60 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or such Lender’s holding company) for such reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event, past or prospective, of which it has knowledge that will entitle such Lender to compensation pursuant to this Section 8.3, or which such Lender believes is reasonably likely to entitle such Lender to compensation pursuant to this Section 8.3, and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.3 (for itself or for a Participant) and setting forth the additional amount or amounts to be paid to it hereunder and indicating in reasonable detail the computation thereof shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) The Borrower shall not be liable pursuant to this Section 8.3 to any Lender to compensate it for any cost or reduction incurred or suffered more than 45 days before receipt by the Borrower of a notice from such Lender referring to the event that gave rise to such cost or reduction. (e) This Section 8.3 shall not require the Borrower to reimburse any Lender for any Taxes that are otherwise covered by the payment of additional amounts or the indemnity set forth in Sections 8.4(b) or (d), respectively or for any Excluded Taxes.

Increased Cost and Reduced Return. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, deposit or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Bank or any Fronting L/C Issuer (except but excluding any such reserve requirement reflected in the Adjusted LIBORLIBO Rate); or (ii) impose on any Bank or any Fronting L/C Issuer;Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank or any Letter of Credit or participation therein; or (iiiii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender Bank, such Fronting L/C Issuer or such other Recipient of making, converting to, continuing making or maintaining any Euro-Dollar Loan (or, in the case of clause (iii) above, any Loan) (or of maintaining its obligation to make any such Loan, ) or to increase the cost to such LenderBank, such Fronting L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderBank, such Fronting L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of in each case by an amount deemed by such LenderBank, such Fronting L/C Issuer or such other Recipient, as the case may be, to be material, then, within 15 days after demand by such Bank, such Fronting L/C Issuer or such other Recipient, as the case may be, to PFI (with a copy to the Administrative Agent), the applicable Borrower will pay to such LenderBank, such Fronting L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such LenderBank, such Fronting L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Bank or any Fronting L/C Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s or such Fronting L/C Issuer’s capital or on the capital of such Bank’s or such Fronting L/C Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or the Letters of Credit issued by or participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by any Fronting Table of Contents L/C Issuer, to a level below that which such Bank or such Fronting L/C Issuer or such Bank’s or such Fronting L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Bank’s or such Fronting L/C Issuer’s policies and the policies of such Bank’s or such Fronting L/C Issuer’s holding company with respect to capital adequacy) by an amount deemed by such Bank or such Fronting L/C Issuer to be material, then from time to time, within 15 days after demand by such Bank or such Fronting L/C Issuer, as the case may be, to PFI (with a copy to the Administrative Agent), the applicable Borrower will pay to such Bank or such Fronting L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Bank or such Fronting L/C Issuer or such Bank’s or such Fronting L/C Issuer’s holding company for any such reduction suffered. (c) Each Bank will promptly notify PFI and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder that is signed by an officer of such Bank with knowledge of and responsibility for such matters and that sets forth such amount or amounts and a reasonable explanation of the basis therefor shall be conclusive absent manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the applicable Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Bank notifies PFI of the event giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

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

Increased Cost and Reduced Return. Capital Adequacy; Reserves on Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans and Daily Floating LIBOR Rate Loans. (a) If any Lender or the L/C Issuer reasonably determines that as a result of 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 ofLaw, or credit extended such Lender’s or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes’s compliance therewith, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing there shall be to any increase in the cost to such Lender or such other Recipient the L/C Issuer of agreeing to make or making, converting to, continuing continuing, funding, maintaining or maintaining any Loan participating in Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans or of maintaining its obligation to make any such LoanDaily Floating LIBOR Rate Loans, as applicable, or to an increase in the cost to such Lender, such Lender or L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter Letters of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce a reduction in the amount of any sum received or receivable by such Lender, Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or other Recipient hereunder reduction in amount resulting from (whether i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of principal, interest taxation of overall net income or overall gross income by the United States or any other amount) then, upon request foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender, Lender or L/C Issuer is organized or has its Lending Office or does business (other Recipientthan doing business solely as a result of entering into this Agreement, the Borrower will pay performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender, Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Company shall pay (or other Recipient, as cause the case may be, applicable Designated Borrower to pay) to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender, Lender or L/C Issuer or other Recipient, as the case may be, for such additional costs incurred increased cost or reduction; provided, (x) such Lender or L/C Issuer shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or L/C Issuer has the right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction sufferedand (y) that such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company under any other provision of this Agreement (including any reserve requirements included in determining the Eurocurrency Rate, Alternative Currency Daily Rate Loans or the Daily Floating LIBOR Rate).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change applicable law, rule or regulation, or any change therein, or any change in Law shall: the interpretation or administration thereof by any governmental authority, central bank or comparable agency (iincluding the NAIC) charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (including the NAIC) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other conditioncondition affecting its Eurodollar Rate Advances, cost its Note or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; its obligation to make Eurodollar Rate Advances and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Loan Eurodollar Rate Advance, or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in obligations with respect thereto as the Issuing Bank or to issue any Letter of Credit)as a Lender participating therein, or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender on an after-tax basis for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including the NAIC) charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including the NAIC), has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) on an after-tax basis for such reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, as the case such Lender may be, for such additional costs incurred or reduction suffereduse any reasonable averaging and attribution methods.

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

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by the Lender with any Change in Law shallrequest or directive (whether or not having the force of law) of any Governmental Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;the Lender; or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any the Lender or any L/C Issuer on the United States market for certificates of deposit or the London interbank market any other condition, cost condition affecting Revolving Loans or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Revolving Loans; and the result of any of the foregoing shall be is to increase the cost to such the Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Revolving Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lenderthe Lender under this Agreement with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by the Lender to be material, interest or any other amount) then, upon request of such within fifteen (15) days after demand by the Lender, L/C Issuer or other Recipient, the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. (b) If the Lender shall have determined that after the date hereof, any Change of Law, or any change in the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) by any Governmental Authority, has or would have the effect of reducing the rate of return on the Lender’s capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender’s policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, within fifteen (15) days after demand by the Lender, L/C Issuer the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction. (c) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. (d) The provisions of this Section 2.12 shall be applicable with respect to any participant, assignee or other Recipienttransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such participant, for such additional costs incurred assignee or reduction sufferedother transferee.

Increased Cost and Reduced Return. (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, by or any Lender (except any reserve requirement reflected in the Adjusted LIBOR) Daily Simple SOFR Rate or any L/C IssuerAdjusted Term SOFR Rate); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Cost and Reduced Return. (a) If any after the date hereof, a Change in Law or compliance by any Lender (or its Leading Office) with any request or directive (whether or not having the force of law) of any Authority shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBORthe applicable Euro-Dollar Reserve Percentage) or any L/C Issuerwith respect to this Agreement; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Euro-Dollar Advances by such Lender or any Letter of Credit or participation therein; 140760.01015/122598522v.1140760.01015/122598522v.9 and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan Euro-Dollar Advance (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of CreditAdvance), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.

Increased Cost and Reduced Return. (a) If after the --------------------------------- date hereof, a Change of Law or compliance by any Change in Law shallFunding Party (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any Banking Authority: (i) shall subject any Funding Party (or its Applicable Funding Office) to any tax, duty or other charge on its Lessor Advances or Lease Participant Advances, or maintain its Lessor Advances or Lease Participant Advances or shall change the basis of taxation of payments to any Funding Party (or its Applicable Funding Office) of the principal amount of or interest on its Lessor Advances or Lease Participant Advances, or Yield thereon or any other amounts due under this Agreement or any other Operative Document in respect of its Lessor Advances or Lease Participant Advances (except for changes in the rate of tax on the overall net income or gross receipts of such Funding Party or its Applicable Funding Office imposed by the jurisdiction in which such Funding Party's principal executive office or Applicable Funding Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Funding Party (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoApplicable Funding Office); or (iii) shall impose on any Lender Funding Party (or any L/C Issuer its Applicable Funding Office) or on the United States market or the London interbank market any other conditioncondition affecting its Lessor Advances or Lease Participant Advances, cost or expense (other than Taxes) affecting this Agreement obligation to make or Loans made by such Lender maintain Lessor Advances or any Letter of Credit or participation thereinLease Participant Advances; and the result of any of the foregoing shall be is to increase the cost to such Lender Lease Party (or such other Recipient its Applicable Funding Office) of making, converting to, continuing making or maintaining any Loan Lessor Advances or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Lease Participant Advances, or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer Funding Party (or other Recipient hereunder (whether of principal, interest its Applicable Funding Office) under this Agreement or any other amount) Operative Document with respect thereto, by an amount reasonably deemed by such Funding Party to be material, then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Cost and Reduced Return. (a) If after the date hereof, any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law shall: (i) imposethat subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of such Affected Entity or Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient by such Affected Entity pursuant to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, Funding Agreement or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market that imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and condition the result of any of the foregoing shall be which is to increase the cost to such Lender or such other Recipient Affected Entity of making, converting to, continuing or maintaining performing its obligations under any Loan or of maintaining its obligation to make any such LoanFunding Agreement, or to increase reduce the cost to rate of return on such Lender, such L/C Issuer or such other Recipient Affected Entity’s capital as a consequence of participating in, issuing or maintaining its obligations under any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Funding Agreement, or to reduce the amount of any sum received or receivable by such LenderAffected Entity under any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request demand by the applicable Co-Agent, on behalf of such LenderAffected Entity, L/C Issuer or other Recipientand receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), the Borrower will shall pay to such LenderCo-Agent, L/C Issuer as applicable, for the benefit of such Affected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “Xxxx Xxxxx Act”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof. (b) (i) Without limiting the generality of the foregoing, if Borrower shall be required by applicable law to deduct any Indemnified Taxes from any payments made to any Affected Entity, then (a) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall make such deductions and (c) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent, the applicable Co-Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other Recipientevidence of such payment reasonably satisfactory to the Administrative Agent or such Co-Agent, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Cost and Reduced Return. (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, subject any Lender (except any reserve requirement reflected in Adjusted LIBORor its Lending Office) or any L/C Issuer; (ii) subject any Recipient to any Taxes Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or (iiiii) impose impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, and Lender (or its Lending Office)or on any Lender or any L/C Issuer or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Lending Office) or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) or under any other Loan Document with respect thereto, L/C Issuer by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or other Recipient hereunder amounts as will compensate such Lender for such increased cost or reduction. ​ ​ (whether of principal, interest b) If any Lender determines that any Change in Law affecting such Lender or any other amount) thenlending office of such Lender or such Lender’s holding company, upon request if 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, L/C Issuer if any, as a consequence of this Agreement, the Commitments of such Lender or other Recipientthe Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, L/C Issuer 10.1, 10.3 and 12.1 and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, for notifies the Borrower of the Change in Law giving rise to such additional increased costs incurred or reduction sufferedreductions, and of such Xxxxxx’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If In the event during the Term that the adoption of any Change applicable law, rule or regulation, or any change therein or in Law shallthe interpretation or application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject the Lessor to any additional tax of any kind whatsoever with respect to the Operative Documents or any Advance made by it, or change the basis or the applicable rate of taxation of payments to the Lessor of principal, interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of the Lessor (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or deem hold applicable any reserve, special deposit, insurance assessment, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances -60- 62 or loans by, or other credit extended by, or participated in any other acquisition of funds by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) office of the definition Lessor which are not otherwise included in determination of Excluded Taxes and (C) Connection Income Taxes) the rate of interest on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoAdvances hereunder; or (iii) does or shall impose on any Lender or any L/C Issuer or the London interbank market Lessor any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient the Lessor of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Advances or to reduce any amount receivable hereunder, then in any such case, the Lessee shall promptly pay to the Lessor, upon demand, any additional amounts necessary to compensate the Lessor for such increased cost or reduced amount receivable which the Lessor deems to be material as determined by the Lessor with respect to its Advances. (b) If the Lessor shall have determined that, after the date hereof the adoption of any sum received applicable law, rule or receivable regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by such Lenderany governmental authority, L/C Issuer central bank or other Recipient hereunder comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of principallaw) of any such authority, interest central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the Lessor (or any other amountentity directly or indirectly controlling the Lessor) thenas a consequence of the Lessor's obligations under the Operative Documents to a level below that which the Lessor (or any entity directly or indirectly controlling the Lessor) could have achieved but for such adoption, upon change, request of such Lenderor directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Lessor to be material, L/C Issuer or other Recipientthen from time to time, within fifteen (15) days after demand by the Lessor, the Borrower will Lessee shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lessor such additional amount or amounts as will compensate the Lessor (or its Parent) for such Lenderreduction. (c) The Lessor will promptly notify the Lessee of any event of which it has knowledge, L/C Issuer occurring after the date hereof, which will entitle the Lessor to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor, be otherwise disadvantageous to the Lessor. A certificate of the Lessor claiming compensation under this Section and setting forth in reasonable detail its computation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lessor may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing clauses (a) and (b) of this Section 26.10, the Lessee shall only be obligated to compensate the Lessor for any amount arising or accruing both: (i) during (A) any time or period commencing (x) in the case of subsection (a), not earlier than the first day of any Interest Period in effect on the date which, and (y) in the case of subsection (b), not earlier than the date on which the Lessor notifies the Lessee that it proposes to demand such compensation and identifies to the Lessee the statute, regulation or other Recipientbasis upon which the claimed compensation is or will be based and (B) any time or period during which, as because of the case may beretroactive application of such statute, for regulation or other basis, the Lessor did not know that such amount would arise or accrue; and (ii) within six months prior to any written demand therefor, accompanied by a certificate of the Lessor claiming compensation and setting forth in reasonable detail its computation of the additional costs incurred amount or reduction sufferedamounts to be paid to it hereunder.

Increased Cost and Reduced Return. If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a “Regulatory Change”) (a) If subjects any Change Funding Party to any charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the “Funding Documents”) imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxesof the Funding Parties, (B) Taxes described in clauses (b) through (d) has the effect of reducing the definition rate of Excluded Taxes and return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (Ctaking into consideration such Funding Party’s policies concerning capital adequacy) Connection Income Taxesor (e) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is (x) to impose a cost on, or increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Loaninterest acquired under any Funding Document, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lenderreference to the amount of interests held or amounts received by it hereunder, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer demand by the Agent or other Recipientthe applicable Purchaser Agent, the Borrower will Seller shall pay to such Lender, L/C Issuer the Agent (with respect to amounts owed to it) or other Recipient, as the case may be, applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such additional amount or amounts as will compensate the Agent, such LenderPurchaser Agent or such Purchaser (or, L/C Issuer or other Recipient, as in the case may beof any Conduit Purchaser, will enable such Conduit Purchaser to compensate any Funding Source) for such additional costs incurred increased cost or reduction sufferedreduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of each Liquidity Provider’s Commitment is treated as a “short term commitment” for which there is no regulatory capital requirement. If any Liquidity Provider determines it is required to maintain capital against its Unused Commitment (or any Purchaser is required to maintain capital against its Investment) in excess of the amount of capital it would be required to maintain against a funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section 6.2.

Increased Cost and Reduced Return. If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the “Funding Parties") with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a “Regulatory Change") (a) If subjects any Change Funding Party to any charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the “Funding Documents") imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxesof the Funding Parties, (B) Taxes described in clauses (b) through (d) has the effect of reducing the definition rate of Excluded Taxes and return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (Ctaking into consideration such Funding Party’s policies concerning capital adequacy) Connection Income Taxesor (e) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is (x) to impose a cost on, or increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Loaninterest acquired under any Funding Document, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lenderreference to the amount of interests held or amounts received by it hereunder, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer demand by the Agent or other Recipientthe applicable Purchaser Agent, the Borrower will Seller shall pay to such Lender, L/C Issuer the Agent (with respect to amounts owed to it) or other Recipient, as the case may be, applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such additional amount or amounts as will compensate the Agent, such LenderPurchaser Agent or such Purchaser (or, L/C Issuer or other Recipient, as in the case may beof any Conduit Purchaser, will enable such Conduit Purchaser to compensate any Funding Source) for such additional costs incurred increased cost or reduction sufferedreduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of each Liquidity Provider’s Commitment is treated as a “short term commitment” for which there is no regulatory capital requirement. If any Liquidity Provider determines it is required to maintain capital against its Unused Commitment (or any Purchaser is required to maintain capital against its Investment) in excess of the amount of capital it would be required to maintain against a funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section 6.2.

Increased Cost and Reduced Return. (a) Increased Costs Generally. If any Change in Law shall:: 87 748271253 (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any SOFR Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Cost and Reduced Return. (a) If any Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Bank (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or any L/C Issuer its Applicable Lending Office) or the London interbank market any other conditioncondition affecting its Loans, cost its Note(s) or expense (other than Taxes) affecting this Agreement or its obligation to make Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender Bank (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderBank (or its Applicable Lending Office) under this Agreement or under its Note(s) with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Bank to be material, interest or any other amount) then, upon request of within fifteen (15) days after demand by such Lender, L/C Issuer or other RecipientBank (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Bank such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Bank for such increased cost or reduction. (b) If any Bank shall have reasonably determined that any Change in Law has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional costs incurred amount or reduction sufferedamounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any Change in Law of which it has knowledge which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If In the event that the adoption of any Change applicable law, rule or regulation, or any change therein or in Law shallthe interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Participant or the Lessor with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject such Participant or the Lessor to any additional tax of any kind whatsoever with respect to the Operative Documents or any Loan or Certificate Purchaser Amount or Advance made by it, or change the basis or the applicable rate of taxation of payments to such Participant or the Lessor of principal, Certificate Purchaser Amount, Certificate Yield or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of such Participant or the Lessor (other than any such tax imposed by means of withholding)); or (ii) does or shall impose, modify or deem hold applicable any reserve, special deposit, insurance assessment, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans by, or other credit extended by, or participated in any other acquisition of funds by, any Lender (except any reserve requirement reflected office of such Participant or the Lessor which are not otherwise included in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) determination of the definition rate of Excluded Taxes and (C) Connection Income Taxes) interest or Certificate Yield rate on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinAdvances hereunder; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient Participant of making, converting to, continuing making or maintaining any its Loan or of maintaining its obligation to make any such Loan, Certificate Purchaser Amounts or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Advances or to reduce any amount receivable hereunder with respect thereto, then in any such case, the Lessee shall promptly pay such Participant or the Lessor, upon its demand, any additional amounts necessary to compensate such Participant or the Lessor for such increased cost or reduced amount receivable which such Participant or the Lessor deems to be material as determined by such Participant or the Lessor; provided, however, that the Lessee shall have no obligation to pay any additional amounts under this Section 13.10(a) on account of any increased costs or reduced amounts arising during the Construction Period except as follows: (1) The Lessee shall pay any additional amounts under this Section 13.10(a) on account of any increased costs or reduced amounts caused by or arising from any failure by the Lessee to comply with any of its obligation under the Operative Documents (including its insurance obligations), any representation by the Lessee in any of the Operative Documents not being true, any negligence or willful misconduct of the Lessee, or any claim by any third-party against the Lessee (or against any Lessor Party) based upon the alleged action or inaction by the Lessee. (2) If any Lessor Party incurs any such increased costs or reduced amounts for which the Lessee is not obligated to pay additional amounts pursuant to clause (1) above, the amount of such increased costs and reduced amounts shall, if such Lessor Party shall so request by a written notice to the Lessor, be capitalized pursuant to Section 3.9(f). (b) If any sum received Participant or receivable the Lessor shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has or would have the effect of reducing the rate of return on capital of such Participant or the Lessor (or any entity directly or indirectly controlling such Participant or the Lessor) as a consequence of such Participant's or the Lessor's obligations under the Operative Documents to a level below that which such Participant or the Lessor (or any entity directly or indirectly controlling such Participant or the Lessor) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such LenderParticipant or the Lessor to be material, L/C Issuer then from time to time, within 15 days after demand by such Participant or other Recipient hereunder the Lessor (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipientwith a copy to the Indenture Trustee), the Borrower will Lessee shall pay to such Lender, L/C Issuer Participant or other Recipient, as the case may be, Lessor such additional amount or amounts as will compensate such Lender, L/C Issuer Participant or other Recipient, as the case may be, Lessor (or its parent) for such additional costs incurred or reduction sufferedreduction.

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

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other conditioncondition affecting its Euro-Dollar Loans, cost Letters of Credit, its Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Euro-Dollar Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount reasonably deemed by such Lender to be material, interest or any other amount) then, upon request of within 30 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Agent), the Borrower will Borrowers shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined in good faith that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations (whether with respect to Loans or the Letters of Credit) hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within 30 days after demand by such Lender, L/C Issuer the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender will promptly notify the Borrowers and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender 106 to compensation pursuant to this SECTION and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender; provided that such Lender shall not be entitled to claim any additional compensation pursuant to this SECTION if such Lender fails to provide such notice to the Borrowers within 90 days of the date such Lender becomes aware of the occurrence of the event giving rise to the such claim. (d) A certificate of any Lender claiming compensation under this SECTION and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error if rendered in good faith. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (e) The provisions of this SECTION 8.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such Participant, for such additional costs incurred Assignee or reduction sufferedother Transferee.

Increased Cost and Reduced Return. (a) If any a Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, such Lender (or its Applicable Lending Office) or shall impose on any Lender (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or on the London interbank market any L/C Issuer; (ii) subject any Recipient to any Taxes other condition affecting its Euro-Currency Loans (other than with respect to taxes), its Note(s) or its obligation to make Euro-Currency Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (Aor its Applicable Lending Office) Indemnified Taxesof making or maintaining any Euro-Currency Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (Bor its Applicable Lending Office) Taxes described in clauses under this Agreement or under its Note(s) with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Principal Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) through If any Lender shall have determined that a Change in Law (dother than with respect to taxes) has or would have the effect of reducing the definition rate of return on capital of such Lender (or its Lender Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Lender Parent) could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Principal Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Lender Parent) for such reduction. (c) If after the date of this Agreement, a Change in Law shall subject any Lender to any taxes (other than Taxes imposed on or with respect to any payment made by a Loan Party hereunder or under any Notes and Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan (or of maintaining its obligation to make any such Loan, ) or to increase the cost to such Lender, such L/C Issuer or such other Recipient Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of such Lender, L/C Issuer or other Recipient, then the Principal Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (d) Each Lender will promptly notify the Principal Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, and/or any Change in Law which will entitle such Lender to compensation pursuant to this Section 8.03 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder and the calculation of such amount or amounts in reasonable detail shall be delivered to the Principal Borrower contemporaneously with any demand for payment hereunder and shall be conclusive in the absence of clearly demonstrable error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (e) Failure or delay on the part of any Lender or an Issuing Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such compensation, as the case may be; provided that the Borrower shall not be required to compensate a Lender or an Issuing Lender pursuant to this Section 8.03 for any increased costs or reductions incurred more than 120 days prior to the date that such Lender or such Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Lender’s intention to claim compensation therefor and of the amount of such compensation; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) No Lender or Issuing Lender, as applicable, shall demand compensation pursuant to this Section 8.03 unless such Lender or Issuing Lender, as applicable, certifies in writing to the Principal Borrower that it is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender or Issuing Lender, as applicable, is a party.

Increased Cost and Reduced Return. (a) If In the event that the adoption of any Change applicable law, rule or regulation, or any change therein or in Law shallthe interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor or any Participant with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject the Lessor or such Participant to any additional tax of any kind whatsoever with respect to the Operative Documents or any Advance made by such Person or any purchase of a Participation Interest in any Advance, or change the basis or the applicable rate of taxation of payments to the Lessor or such Participant of its Participation Interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of the Lessor or such Participant (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or deem hold applicable any reserve, special deposit, insurance assessment, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans by, or other credit extended by, or participated in any other acquisition of funds by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) office of the definition Lessor or such Participant which are not otherwise included in determination of Excluded Taxes and (C) Connection Income Taxes) the rate of interest on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoAdvances hereunder; or (iii) does or shall impose on any Lender the Lessor or any L/C Issuer or the London interbank market such Participant any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender the Lessor or such other Recipient Participant of making, converting to, continuing making or maintaining any Loan its Advances or of purchasing or maintaining its obligation to make Participation Interest in any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Advance or to reduce the any amount of any sum received or receivable by such Lenderhereunder with respect thereto, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of in any such Lender, L/C Issuer case the Lessee shall promptly pay the Lessor or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other RecipientParticipant, as the case may be, upon its demand, on an After Tax Basis any additional amounts necessary to compensate the Lessor or such Participant for such increased cost or reduced amount receivable which the Lessor or such Participant deems to be material as determined by the Lessor or such Participant. (b) If the Lessor or any Participant shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has or would have the effect of reducing the rate of return on capital of the Lessor or such Participant, as the case may be (or any entity directly or indirectly controlling the Lessor or such Participant), as a consequence of the Lessor's or such Participant's obligations under the Operative Documents to a level below that which the Lessor or such Participant (or any entity directly or indirectly controlling the Lessor or such Participant), as applicable, could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Lessor or such Participant to be material, then from time to time, within 15 days after demand by the Lessor or such Participant (with a copy to the Agent), the Lessee shall pay to the Lessor or such Participant, as the case may be, on an After Tax Basis, such additional amount or amounts as will compensate such LenderParticipant (or its parent) or the Lessor for such reduction. (c) The Lessor and each Participant will promptly notify the Lessee and the Agent of any event of which it has knowledge, L/C Issuer occurring after the date hereof, which will entitle the Lessor or other Recipientsuch Participant, as the case may be, for to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor or such Participant, as applicable, be otherwise disadvantageous to the Lessor or such Participant. A certificate of the Lessor or any Participant claiming compensation under this Section and setting forth in reasonable detail its computation of the additional costs incurred amount or reduction sufferedamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lessor or such Participant, as the case may be, may use any reasonable averaging and attribution methods. This Section shall survive the termination of this Participation Agreement and payment of the outstanding Advances and Participation Interests.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other conditioncondition affecting its Euro-Dollar Loans, cost Letters of Credit, its Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Euro-Dollar Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount reasonably deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will Borrowers shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations (whether with respect to Loans or the Letters of Credit) hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender, L/C Issuer the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender will promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) The provisions of this Section 9.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such Participant, for such additional costs incurred Assignee or reduction sufferedother Transferee.

Increased Cost and Reduced Return. (a) If In the event that the adoption of any Change applicable law, rule or regulation, or any change therein or in Law shallthe interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by the Lessor or any Participant with any request or directive after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) does or shall subject the Lessor or such Participant to any additional tax of any kind whatsoever with respect to the Operative Documents or any Advance made by such Person or any purchase of a Participation Interest in any Advance, or change the basis or the applicable rate of taxation of payments to the Lessor or such Participant of its Participation Interest or any other amount payable hereunder (except for the imposition of or change in any tax on or measured by the overall net income of the Lessor or such Participant (other than any such tax imposed by means of withholding)); (ii) does or shall impose, modify or deem hold applicable any reserve, special deposit, insurance assessment, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans by, or other credit extended by, or participated in any other acquisition of funds by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) office of the definition Lessor or such Participant which are not otherwise included in determination of Excluded Taxes and (C) Connection Income Taxes) the rate of interest on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoAdvances hereunder; or (iii) does or shall impose on any Lender the Lessor or any L/C Issuer or the London interbank market such Participant any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender the Lessor or such other Recipient Participant of making, converting to, continuing making or maintaining any Loan its Advances or of purchasing or maintaining its obligation to make Participation Interest in any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Advance or to reduce the any amount of any sum received or receivable by such Lenderhereunder with respect thereto, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of in any such Lendercase (A) if such Advances constitute Expansion Improvements Advances, L/C Issuer or other Recipientprior to the Completion Date with respect to the Expansion Improvements, the Borrower will Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall promptly pay, or (B) with respect to all other Advances, the Lessee shall promptly pay the Lessor or such Lender, L/C Issuer or other RecipientParticipant, as the case may be, upon its demand, on an After Tax Basis any additional amounts necessary to compensate the Lessor or such Participant for such increased cost or reduced amount receivable which the Lessor or such Participant deems to be material as determined by the Lessor or such Participant. (b) If the Lessor or any Participant shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has or would have the effect of reducing the rate of return on capital of the Lessor or such Participant, as the case may be (or any entity directly or indirectly controlling the Lessor or such Participant), as a consequence of the Lessor's or such Participant's obligations under the Operative Documents to a level below that which the Lessor or such Participant (or any entity directly or indirectly controlling the Lessor or such Participant), as applicable, could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Lessor or such Participant to be material, then from time to time, within 15 days after demand by the Lessor or such Participant (with a copy to the Agent), (i) with respect to Expansion Improvements, prior to the Completion Date with respect to the Expansion Improvements, the Lessor shall pay to the Participants and the Lessee shall pay to the Lessor, and thereafter the Lessee shall pay, or (ii) with respect to the Existing Facility and the Tenant Improvements, the Lessee shall pay to the Lessor or such Participant, as the case may be, on an After Tax Basis, such additional amount or amounts as will compensate such LenderParticipant (or its parent) or the Lessor for such reduction. (c) The Lessor and each Participant will promptly notify the Lessee and the Agent of any event of which it has knowledge, L/C Issuer occurring after the date hereof, which will entitle the Lessor or other Recipientsuch Participant, as the case may be, for to compensation pursuant to this Section and will, if practicable, with the consent of the Lessee (which consent shall not unreasonably be withheld), designate a different Funding Office or take any other reasonable action if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lessor or such Participant, as applicable, be otherwise disadvantageous to the Lessor or such Participant. A certificate of the Lessor or any Participant claiming compensation under this Section and setting forth in reasonable detail its computation of the additional costs incurred amount or reduction sufferedamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lessor or such Participant, as the case may be, may use any reasonable averaging and attribution methods. This Section shall survive the termination of this Participation Agreement and payment of the outstanding Advances and Participation Interests.

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

Increased Cost and Reduced Return. (a) If after the date hereof, any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law shall: (i) imposethat subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of such Affected Entity or Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient by such Affected Entity pursuant to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, Funding Agreement or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market that imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and condition the result of any of the foregoing shall be which is to increase the cost to such Lender or such other Recipient Affected Entity of making, converting to, continuing or maintaining performing its obligations under any Loan or of maintaining its obligation to make any such LoanFunding Agreement, or to increase reduce the cost to rate of return on such Lender, such L/C Issuer or such other Recipient Affected Entity’s capital as a consequence of participating in, issuing or maintaining its obligations under any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Funding Agreement, or to reduce the amount of any sum received or receivable by such LenderAffected Entity under any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request demand by the applicable Co-Agent, on behalf of such LenderAffected Entity, L/C Issuer or other Recipientand receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), the Borrower will shall pay to such LenderCo-Agent, L/C Issuer as applicable, for the benefit of such Affected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Regulatory Change” regardless of the date enacted, adopted or issued. (i) Without limiting the generality of the foregoing, if Borrower shall be required by applicable law to deduct any Indemnified Taxes from any payments made to any Affected Entity, then (a) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall make such deductions and (c) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent, the applicable Co-Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other Recipientevidence of such payment reasonably satisfactory to the Administrative Agent or such Co-Agent, as the case may be. (ii) The Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Transaction Document (hereinafter referred to as “Other Taxes”). The Borrower shall not be required to make payment under this Section 10.2(b)(ii) to the extent paid under Section 10.1. (iii) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Transaction Document to any Indemnified Party, the Borrower shall also pay to such Indemnified Party at the time interest is paid, such additional amount that such Indemnified Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or amounts as measured by net income) that such Indemnified Party would have received if such Taxes or Other Taxes had not been imposed. The Borrower shall not be required to make payment under this Section 10.2(iii) to the extent paid under Section 10.1, 10.2(b)(i) or 10.2(b)(ii). (c) In connection with clauses (a) and (b), each Lender and its respective Co-Agent agrees to provide, to the extent it is legally required to do so, any form or document that may be reasonably requested by the Borrower or the Servicer in order to allow the Borrower or the Servicer to avoid additional payments under clause (a) and (b). (d) The Servicer and the Borrower acknowledge that, in connection with the funding of the Loan, or any portion thereof, by a Conduit, the Administrative Agent may be required to obtain commercial paper ratings affirmation(s). Each of the Servicer and the Borrower agrees that it will compensate (i) cooperate with the Administrative Agent and any rating agency involved in the issuance of such Lenderrating, L/C Issuer (ii) amend and/or supplement the terms of this Agreement and the other Transaction Documents that define, employ or other Recipientrelate to the term “Borrowing Base”, “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor”, or any defined term utilized in the definitions of such terms, in each case, as required by such rating agency in connection with the case may beissuance of such rating (as so amended or supplemented, the “Revised Documents”), and (iii) take all actions required to ensure that (A) it is in compliance with all material provisions, representation, warranties and covenants of the Revised Documents applicable to it, (B) no Unmatured Amortization Event, Amortization Event, or any event that, with the giving of notice or the lapse of time, or both, would constitute a Unmatured Amortization Event or Amortization Event exists under the Revised Documents and (C) all other requirements under the Revised Documents relating to the funding of the Loan or the ownership of any Receivable have been complied with. The Borrower shall pay in immediately available funds to the Administrative Agent, all costs and expenses in connection with this Section 10.2, including, without limitation, the initial fees payable to such rating agency or agencies in connection with providing such rating and all ongoing fees payable to the rating agency or agencies for their continued monitoring of such additional costs incurred or reduction sufferedrating.

Increased Cost and Reduced Return. (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 (except any reserve requirement reflected in Adjusted LIBORLIBORthe Adjusted Daily Simple SOFR Rate or Adjusted Term SOFR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

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

Increased Cost and Reduced Return. (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, subject any Lender (except any reserve requirement reflected in Adjusted LIBORor its Lending Office) or any L/C Issuer; (ii) subject any Recipient to any Taxes Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified ​ ​ Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or (iiiii) impose impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, and Lender (or its Lending Office)or on any Lender or any L/C Issuer or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Lending Office) or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) or under any other Loan Document with respect thereto, L/C Issuer by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or other Recipient hereunder amounts as will compensate such Lender for such increased cost or reduction. (whether of principal, interest b) If any Lender determines that any Change in Law affecting such Lender or any other amount) thenlending office of such Lender or such Lender’s holding company, upon request if 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, L/C Issuer if any, as a consequence of this Agreement, the Commitments of such Lender or other Recipientthe Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, L/C Issuer 10.1, 10.3 and 12.1 and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, for notifies the Borrower of the Change in Law giving rise to such additional increased costs incurred or reduction sufferedreductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other conditioncondition affecting its Euro-Dollar Loans, cost Letters of Credit, its Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Euro-Dollar Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount reasonably deemed by such Lender to be material, interest or any other amount) then, upon request of within 30 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined in good faith that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations (whether with respect to Loans or the Letters of Credit) hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within 30 days after demand by such Lender, L/C Issuer the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this SECTION and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this SECTION and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) The provisions of this SECTION 8.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such Participant, for such additional costs incurred Assignee or reduction sufferedother Transferee.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any Loan or any obligation to make Loans, any Change in Law shall:Law (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuerits Applicable Lending Office); (ii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense (other than taxes) affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; or (iii) shall subject any Recipient Lender or Agent to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes taxes described in clauses (bi), (ii), (iii) through or (div) of the definition of Excluded exclusions from Taxes and (C) Connection Income Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Euro-Dollar Loan or (or, in the case of maintaining its obligation a Change in Law with respect to make taxes, any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), ) or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, any Change in Law has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to it. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or other Recipientamounts necessary to compensate such Lender, as the case may be, shall be conclusive in the absence of manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such additional Lender notifies the Borrower of the Change in Law giving rise to such increased costs incurred or reduction sufferedreductions and of such Lender’s intention to claim compensation therefor; provided further 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.

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

Increased Cost and Reduced Return. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, deposit or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Bank or any Fronting L/C Issuer (except but excluding any such reserve requirement reflected in the Adjusted LIBORLIBO Rate); or (ii) impose on any Bank or any Fronting L/C Issuer;Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank or any Letter of Credit or participation therein; or (iiiii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender Bank, such Fronting L/C Issuer or such other Recipient of making, converting to, continuing making or maintaining any Euro-Dollar Loan (or, in the case of clause (iii) above, any Loan) (or of maintaining its obligation to make any such Loan, ) or to increase the cost to such LenderBank, such Fronting L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderBank, such Fronting L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of in each case by an amount deemed by such LenderBank, such Fronting L/C Issuer or such other Recipient, as the case may be, to be material, then, within 15 days after demand by such Bank, such Fronting L/C Issuer or such other Recipient, as the case may be, to PFI (with a copy to the Administrative Agent), the applicable Borrower will pay to such LenderBank, such Fronting L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such LenderBank, such Fronting L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Bank or any Fronting L/C Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s or such Fronting L/C Issuer’s capital or on the capital of such Bank’s or such Fronting L/C Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or the Letters of Credit issued by or participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by any Fronting L/C Issuer, to a level below that which such Bank or such Fronting L/C Issuer or such Bank’s or such Fronting L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Bank’s or such Fronting L/C Issuer’s policies and the policies of such Bank’s or such Fronting L/C Issuer’s holding company with respect to capital adequacy) by an amount deemed by such Bank or such Fronting L/C Issuer to be material, then from time to time, within 15 days after demand by such Bank or such Fronting L/C Issuer, as the case may be, to PFI (with a copy to the Administrative Agent), the applicable Borrower will pay to such Bank or such Fronting L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Bank or such Fronting L/C Issuer or such Bank’s or such Fronting L/C Issuer’s holding company for any such reduction suffered. (c) Each Bank will promptly notify PFI and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder that is signed by an officer of such Bank with knowledge of and responsibility for such matters and that sets forth such amount or amounts and a reasonable explanation of the basis therefor shall be conclusive absent manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the applicable Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Bank notifies PFI of the event giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Amsterdam Funding Source, the Agent or any Purchaser (collectively, the "FUNDING PARTIES") with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a "REGULATORY CHANGE") (a) If subjects any Change Funding Party to any charge or withholding on or in Law shall: connection with a Funding Agreement or this Agreement (icollectively, the "FUNDING Documents") imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxesof the Funding Parties, (B) Taxes described in clauses (b) through (d) has the effect of reducing the definition rate of Excluded Taxes and return on such Funding Party's capital to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (Ctaking into consideration such Funding Party's policies concerning capital adequacy) Connection Income Taxesor (e) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is (x) to impose a cost on, or increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan Funding Party of its commitment under any Funding Document or of purchasing, maintaining its obligation to make or funding any such Loaninterest acquired under any Funding Document, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lenderreference to the amount of interests held or amounts received by it hereunder, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipientdemand by the Agent, the Borrower will Seller shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such LenderPurchaser (or, L/C Issuer or other Recipient, as in the case may beof Amsterdam, will enable Amsterdam to compensate any Amsterdam Funding Source) for such additional costs incurred increased cost or reduction sufferedreduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of each Liquidity Provider's Commitment is treated as a "SHORT TERM COMMITMENT" for which there is no regulatory capital requirement and the Enhancer's Commitment carries the same capital requirement as a funded loan in the same amount. If any Liquidity Provider determines it is required to maintain capital against its Unused Commitment, or if the Enhancer is required to maintain capital on its Unused Commitment (or any Purchaser is required to maintain capital against its Investment) in excess of the amount of capital it would be required to maintain against a funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section 6.2.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by the Lender (or its Lending Office) with any Change in Law shallrequest or directive (whether or not having the force of law) of any Governing Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any LIBOR Rate Loan any such requirement included in an applicable LIBOR Rate Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any the Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes shall impose on the Lender (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities Lending Office) or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other conditioncondition affecting its LIBOR Rate Loans, cost its Note or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make LIBOR Rate Loans; and the result of any of the foregoing shall be is to increase the cost to such the Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such the Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lenderthe Lender (or its Lending Office) under this Agreement or under its Note with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by the Lender to be material, interest or any other amount) then, upon request then the Lender shall give notice thereof to the Borrower within 90 days after the Lender becomes aware of such matters and, within 15 days after demand by the Lender, L/C Issuer or other Recipient, the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. (b) If the Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Lender (or its Lending Office or the bank holding company of which the Lender is a subsidiary) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governing Authority, has or would have the effect of reducing the rate of return on the Lender's (or such bank holding company's) capital as a consequence of its obligations hereunder to a level below that which the Lender (or such bank holding company) could have achieved but for such adoption, change or compliance (taking into consideration the Lender's (or such bank holding company's) policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time the Lender shall give notice thereof to the Borrower within 90 days after the Lender becomes aware of such matters and, within 15 days after demand by the Lender, L/C Issuer the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender (or such bank holding company) for such reduction. (c) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lender, be otherwise disadvantageous to the Lender. A certificate of the Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. (d) The provisions of this Section 9.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee. The Lender agrees that it will not seek compensation or reimbursement provided for in this Section 9.03 unless the Lender as the case may be, for such additional costs incurred a matter of policy intends generally to seek comparable compensation or reduction sufferedreimbursement from other borrowers similarly situated and with similarly documented financial accommodations.

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by the Lender with any Change in Law shallrequest or directive (whether or not having the force of law) of any Governmental Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;the Lender; or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any the Lender or any L/C Issuer on the United States market for certificates of deposit or the London interbank market any other condition, cost condition affecting Loans or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Revolving Loans; and the result of any of the foregoing shall be is to increase the cost to such the Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lenderthe Lender under this Agreement with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by the Lender to be material, interest or any other amount) then, upon request of such within fifteen (15) days after demand by the Lender, L/C Issuer or other Recipient, the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. (b) If the Lender shall have determined that after the date hereof, any Change of Law, or any change in the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) by any Governmental Authority, has or would have the effect of reducing the rate of return on the Lender’s capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender’s policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, within fifteen (15) days after demand by the Lender, L/C Issuer the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction. (c) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. (d) The provisions of this Section 2.12 shall be applicable with respect to any participant, assignee or other Recipienttransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such participant, for such additional costs incurred assignee or reduction sufferedother transferee.

Increased Cost and Reduced Return. (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, subject any Lender (except any reserve requirement reflected in Adjusted LIBORor its Lending Office) or any L/C Issuer; (ii) subject any Recipient to any Taxes Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (except for changes in the basis or rate of (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or (iiiii) impose impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, and Lender (or its Lending Office)or on any Lender or any L/C Issuer or the London interbank market any other conditioncondition affecting its SOFR Loans, cost it Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligations to make SOFR Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Lending Office) or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) or under any other Loan Document with respect thereto, L/C Issuer by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or other Recipient hereunder amounts as will compensate such Lender for such increased cost or reduction. (whether of principal, interest b) If any Lender determines that any Change in Law affecting such Lender or any other amount) thenlending office of such Lender or such Lender’s holding company, upon request if 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, L/C Issuer if any, as a consequence of this Agreement, the Commitments of such Lender or other Recipientthe Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender claiming compensation under Sections 1.11, L/C Issuer 10.1, 10.3 and 12.1 and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that ​ ​ such Lender, as the case may be, for notifies the Borrower of the Change in Law giving rise to such additional increased costs incurred or reduction sufferedreductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If any Change in Law shallLaw: (i) shall impose, modify modify, or deem applicable any reserve, special deposit, assessment, compulsory loan, insurance charge or similar requirement against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuerits Applicable Lending Office), including each Commitment of such Lender hereunder; (ii) shall impose on any Lender (or its Applicable Lending Office) or on the applicable offshore interbank market any other condition (other than Taxes) affecting this Agreement or any Note or any Loans made by such Lender; (iii) shall subject any Recipient Lender (or its Applicable Lending Office) to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Taxes, (C) Connection Income Taxesreserve, special deposit, assessment compulsory loan, insurance charge or similar requirements, the compensation for which is governed solely by Section 3.01(a)(i) or (D) capital adequacy or liquidity requirements, the compensation for which is governed solely by Section 3.01(b)) on its loans, loan principal, letters of credit, participations or commitments, or other obligationson its assets, or its deposits, reserves, other liabilities or capital capital, in each case, attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting tointo, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation Commitment to participate in or to issue any Letter of Credit), make Loans) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer Lender (or other Recipient hereunder (whether of principal, interest its Applicable Lending Office) under this Agreement or any Note with respect to any Loan, then the Company shall pay to such Lender within 15 days of demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation under this paragraph (a), the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Loans of the Type with respect to which such compensation is requested, or to convert Loans of any other amountType into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) then, upon request If any Lender shall have determined that any Change in Law regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return on the capital of such Lender or its Lender Parent as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or its Lender Parent could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy and liquidity), L/C Issuer or other Recipient, then from time to time within 15 days after demand by such Lender (with a copy to the Borrower will Administrative Agent) the Company shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender or its Lender Parent for such reduction. (c) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 3.01 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 3.01 shall furnish to the Company and the Administrative Agent a statement setting forth the additional amount or other Recipientamounts to be paid to it hereunder and the calculation thereof in reasonable detail, as which shall be conclusive in the case absence of manifest error. In determining such amount, such Lender may be, use any reasonable averaging and attribution methods. (d) Failure or delay on the part of any Lender to demand compensation for such additional any increased costs incurred or reduction sufferedin amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reduction in return on capital with respect to any period prior to the date that is three months prior to such request if such Lender knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions in return on capital and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions in capital; provided further that the foregoing limitation shall not apply to any increased costs or reductions in return on capital arising out of the retroactive application of any Change in Law as aforesaid within such three month period. (e) Notwithstanding the foregoing provisions of this Section, no Lender shall be entitled to request compensation under this Section for any costs referred to in paragraph (a)(iii) above or any costs imposed on such Lender under the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or Basel III unless it shall be the general policy or practice of such Lender to seek compensation under comparable credit facilities the documents for which contain provisions comparable to this Section 3.01.

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

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by the Lender (or its Lending Office) with any Change in Law shallrequest or directive (whether or not having the force of law) of any Authority: (i) shall subject the Lender (or its Lending Office) to any tax of any kind whatsoever with respect to this Agreement or any Euro-Dollar Advances made by it, or shall change the basis of taxation of payments to the Lender (or its Lending Office) in respect thereof (except for changes in the rate of tax on the overall net income of the Lender or its Lending Office imposed by the jurisdiction in which the Lender’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any the Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoLending Office); or (iii) shall impose on any the Lender (or any L/C Issuer its Lending Office) or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made Euro-Dollar Advances by such the Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such the Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan Euro-Dollar Advance (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of CreditAdvance), or to reduce the amount of any sum received or receivable by such the Lender (or its Lending Office) under this Agreement or under the Revolver Note with respect thereto, by an amount deemed by the Lender, L/C Issuer or other Recipient hereunder (whether of principalin its reasonable discretion, interest or any other amount) to be material, then, upon request of such demand by the Lender, L/C Issuer or other Recipient, the Borrower will shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will reasonably compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or increased cost or reduction suffered. (b) If the Lender shall have determined that any Change in Law regarding capital adequacy or liquidity requirements after the date hereof has or would have the effect of reducing the rate of return on the Lender’s capital or liquidity as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such Change in Law by an amount deemed by the Lender, in its reasonable discretion, to be material, then from time to time, upon demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will reasonably compensate the Lender for such reduction. (c) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender. A certificate of the Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. (d) Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate the Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Change in Law shallLender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer;its Lending Office); or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or any L/C Issuer its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other conditioncondition affecting its Euro-Dollar Loans, cost Letters of Credit, its Notes or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinits obligation to make Euro-Dollar Loans; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such LenderLender (or its Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount reasonably deemed by such Lender to be material, interest or any other amount) then, upon request of within 30 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Agent), the Borrower will Borrowers shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined in good faith that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's capital (or the capital of any corporation controlling such Lender) as a consequence of its obligations (whether with respect to Loans or the Letters of Credit) hereunder to a level below that which such Lender (or any corporation controlling such Lender) could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within 30 days after demand by such Lender, L/C Issuer the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender will promptly notify the Borrowers and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this SECTION and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this SECTION and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) The provisions of this SECTION 8.03 shall be applicable with respect to any Participant, Assignee or other RecipientTransferee, as and any calculations required by such provisions shall be made based upon the case may becircumstances of such Participant, for such additional costs incurred Assignee or reduction sufferedother Transferee.

Increased Cost and Reduced Return. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoLIBO Rate); or (iiiii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) condition affecting this Agreement or Euro-Dollar Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Euro-Dollar Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), ) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of such Lender, L/C Issuer or other Recipient, then the Borrower will within 15 days after demand by such Lender pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law 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 or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender within 15 days after receipt by the Borrower of the information required by paragraph (c) below such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth a reasonably detailed calculation (which shall not be required to include any information which such Lender considers to be confidential so long as such Lender certifies that such calculation is in accordance with this Section 8.03) of the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 8.03 shall be delivered to the Borrower and shall be conclusive absent manifest error. If any element of any such calculation subsequently changes, so as to change materially such amount or amounts, such Lender will submit a revised certificate promptly to the Borrower. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 8.03 for any increased costs 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, further 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.

Increased Cost and Reduced Return. (a) If after the Closing Date, any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law shall: (i) imposethat subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of such Affected Entity or Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient by such Affected Entity pursuant to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, Funding Agreement or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market that imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and condition the result of any of the foregoing shall be which is to increase the cost to such Lender or such other Recipient Affected Entity of making, converting to, continuing or maintaining performing its obligations under any Loan or of maintaining its obligation to make any such LoanFunding Agreement, or to increase reduce the cost to rate of return on such Lender, such L/C Issuer or such other Recipient Affected Entity’s capital as a consequence of participating in, issuing or maintaining its obligations under any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Funding Agreement, or to reduce the amount of any sum received or receivable by such LenderAffected Entity under any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request demand by the applicable Co-Agent, on behalf of such LenderAffected Entity, L/C Issuer or other Recipientand receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), the Borrower will shall pay to such LenderCo-Agent, L/C Issuer as applicable, for the benefit of such Affected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction. Notwithstanding anything in this Agreement to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder, issued in connection therewith or in implementation thereof (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall be deemed to be adopted and effective after the Closing Date regardless of the date enacted, adopted, issued, promulgated or implemented (including for purposes of Section 10.1 and this Section 10.2). (b) (i) Without limiting the generality of the foregoing, if Borrower shall be required by applicable law to deduct any Indemnified Taxes from any payments made to any Affected Entity, then (a) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall make such deductions and (c) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent and the applicable Co-Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other Recipientevidence of such payment reasonably satisfactory to the Administrative Agent or such Co-Agent, as the case may be. (i) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Transaction Document (hereinafter referred to as “Other Taxes”). The Borrower shall not be required to make payment under this Section 10.2(b)(ii) to the extent paid under Section 10.1. (ii) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Transaction Document to any Indemnified Party, the Borrower shall also pay to such Indemnified Party at the time interest is paid, such additional amount that such Indemnified Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or amounts as measured by net income) that such Indemnified Party would have received if such Taxes or Other Taxes had not been imposed. The Borrower shall not be required to make payment under this Section 10.2(iii) to the extent paid under Section 10.1, 10.2(b)(i) or 10.2(b)(ii). (c) In connection with the foregoing, the Borrower and the Servicer agree to cooperate with the Administrative Agent to take any action or provide any information (including any Required Data) reasonably requested by the Administrative Agent to mitigate any cost, expense or condition described above. (d) The Servicer and the Borrower acknowledge that, in connection with the funding of the Loan, or any portion thereof, by a Conduit, the Administrative Agent may be required to obtain commercial paper ratings affirmation(s). Each of the Servicer and the Borrower agrees that it will compensate (i) cooperate with the Administrative Agent and any rating agency involved in the issuance of such Lenderrating, L/C Issuer (ii) amend and/or supplement the terms of this Agreement and the other Transaction Documents that define, employ or other Recipientrelate to the term “Borrowing Base”, “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest and Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor”, or any defined term utilized in the definitions of such terms, in each case, as required by such rating agency in connection with the case may beissuance of such rating (as so amended or supplemented, the “Revised Documents”), and (iii) take all actions required to ensure that (A) it is in compliance with all material provisions, representation, warranties and covenants of the Revised Documents applicable to it, (B) no Unmatured Event of Default, Event of Default, or any event that, with the giving of notice or the lapse of time, or both, would constitute a Unmatured Event of Default or Event of Default exists under the Revised Documents and (C) all other requirements under the Revised Documents relating to the funding of the Loan or the ownership of any Receivable have been complied with. The Borrower shall pay in immediately available funds to the Administrative Agent, all costs and expenses in connection with this Section 10.2, including, without limitation, the initial fees payable to such rating agency or agencies in connection with providing such rating and all ongoing fees payable to the rating agency or agencies for their continued monitoring of such additional costs incurred or reduction sufferedrating.

Increased Cost and Reduced Return. (a) If any Change in Law shall: Law: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, shall subject any Lender (except any reserve requirement reflected in Adjusted LIBORor its Lending Office) or any L/C Issuer; (ii) subject any Recipient Issuer to any Taxes tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) or any L/C Issuer of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other than amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (Aexcept for changes in the rate of tax on the overall net income or profits of such Lender (or its Lending Office) Indemnified Taxes, or such L/C Issuer imposed by the jurisdiction in which such Lender (B) Taxes described in clauses or (b) through If any Lender, any L/C Issuer, or the Administrative Agent shall have determined that any Change in Law affecting such Lender or such L/C Issuer or any lending office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has had the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such L/C Issuer or such corporation could have achieved but for such Change in Law (dtaking into consideration such Lender’s or such L/C Issuer’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or such L/C Issuer or such corporation to be material, then from time to time, within 15 days after demand by such Lender or such L/C Issuer (with a copy to the Administrative (c) Each Lender or each L/C Issuer that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of the definition of Excluded Taxes circumstances that entitle the Lender or the L/C Issuer to such compensation pursuant to this Section 9.3 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentswill designate a different Lending Office if such designation will avoid the need for, or other obligationsreduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or its depositssuch L/C Issuer, reserves, other liabilities be otherwise disadvantageous to such Lender or capital attributable thereto; or (iii) impose on such L/C Issuer. A certificate of any Lender or any L/C Issuer claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the London interbank market any other conditionabsence of manifest error. In determining such amount, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining may use any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction sufferedreasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If any Change in Law shall: (i) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance charge assessment or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBORor its Applicable Lending Office) or any L/C Issuer; (ii) shall subject any Recipient Lender to any Taxes taxes (other than (A) Indemnified Taxes, (B) Taxes described any taxes indemnified under Section 8.04 or excluded in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansLoans, loan principal, letters of credit, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable or allocated thereto; or (iii) , or impose on any Lender (or any L/C Issuer its Applicable Lending Office) or on the London interbank market any other conditioncondition affecting its Euro-Dollar Loans, cost its Notes or expense (other than Taxes) affecting this Agreement or its obligation to make Euro-Dollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting to, continuing making or maintaining any Euro-Dollar Loan or (or, in the case of maintaining its obligation a Change in Law with respect to make taxes, any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), ) or to reduce the amount of any sum received or receivable by such LenderLender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, L/C Issuer or other Recipient hereunder (whether of principalby an amount deemed by such Lender to be material, interest or any other amount) then, upon request of within 15 days after demand by such Lender, L/C Issuer or other RecipientLender (with a copy to the Administrative Agent), the Borrower will Company shall pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender shall have determined that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction. (c) Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, L/C Issuer be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or other Recipientamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, as the case such Lender may be, for such additional costs incurred or reduction suffereduse any reasonable averaging and attribution methods.

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

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