Common use of Increased Costs and Reduction of Return Clause in Contracts

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate LIBOR Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such LenderXxxxxx, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days six 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 LenderXxxxxx’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 90 day six-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate LIBOR Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days six 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 90 day six-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If the Fronting Bank or any Lender determines that that, due to either (i) the introduction of or any Change change in Law occurring or in the interpretation of any law or regulation, in each case after the later date hereof, or (ii) the compliance by the Fronting Bank or Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of the Agreement Date or law) after the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to the Fronting Bank or such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesCredit Extensions, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Fronting Bank or such Lender more than 90 days prior to the date of such request. (b) If the Fronting Bank or any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Fronting Bank or such Lender (or its Lending Office) or any corporation controlling the Fronting Bank or such Lender with any Capital Adequacy Regulation, in each case after the later of the Agreement Date or the date such Lender became a party to this Agreement that hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Fronting Bank or such Lender or any corporation controlling the Fronting Bank or other entity controlling such Lender and such Lender (taking into consideration the Fronting Bank’s or such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and the Fronting Bank’s or such Lender’s desired return on capital) determines that the amount of such capital is increased or liquidity its rate of return is required to be increased decreased as a consequence of its Term Loan CommitmentsCommitment, loansCredit Extensions, credits or obligations under this Agreement, then, upon demand of the Fronting Bank or such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to the Fronting Bank or such Lender, from time to time as specified by the Fronting Bank or such Lender, additional amounts sufficient to compensate the Fronting Bank or such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant ; provided that to the foregoing provisions of this Section 5.3 shall extent such increased costs are not constitute specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a waiver of such Lender’s right to demand such compensationnon-discriminatory basis, provided further that the Borrower shall not be required obligated to compensate a pay any additional amounts which were incurred by the Fronting Bank or such Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyrequest.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this AgreementOriginal Closing Date, (x) there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit (other than Taxes) or (y) the Lender or L/C Issuer shall be subject to any increase in cost resulting from Taxes (iother than (A) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s costs or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsTaxes; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued. (d) Any Lender claiming any additional amounts payable pursuant to demand this Section 10.3 shall use reasonable efforts (consistent with its internal policies and Requirement of Law), to change the jurisdiction of its lending office if such compensation a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in similar circumstances for similarly situated borrowers under comparable provisions the sole determination of other credit agreementssuch Lender, if anybe otherwise disadvantageous to such Lender.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of issuing or maintaining any Letter of Credit (other than any increase Excluded Taxes or any Taxes that are otherwise provided for in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income TaxesSection 10.1), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at subsection 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law under comparable provisions subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (1) the introduction of or any Change change in Law occurring after or in the later interpretation of any law or regulation or (2) the Agreement Date compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the date such Lender became a party to this Agreementforce of law), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Eurodollar Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesCommitted Loans, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower then Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect (1) the introduction (after the date hereof) of any Capital Adequacy Regulation occurring Regulation; (2) any change (after the later of the Agreement Date or date hereof) in any Capital Adequacy Regulation; (3) any change (after the date hereof) in the interpretation or administration of any such introduced or changed Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (4) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any corporation controlling such Lender with any such introduced or changed Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase, but only to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's Commitment hereunder and similar amounts are being charged generally to other companies with similar commitments from such Lender. (c) Failure or delay on the part Each Lender will notify Company of any event occurring after the date of this Agreement which will entitle such Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it as promptly as practicable, and in any event within 90 days, after such Lender obtains knowledge of the occurrence of such event. In no event will Company be obligated to compensate any Lender pursuant to this Section for any amounts described in clauses (a) or (b) above that accrued more than 90 days before the date the notice described in the preceding sentence is given by the party requesting such compensation, but the foregoing shall not at in no way limit the time be the general policy or practice right of such Lender to demand request compensation for amounts accrued during such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any90 day period or any future period.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, (x) there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is 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 L/C Issuer shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation or other entity controlling such Lender or L/C Issuer and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy or liquidity and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Agent, subject to clause (c) of this Section 5.3), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 11.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case in respect of this clause (ii) pursuant to this Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 5.3 if it shall not at 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of the time be the general policy date enacted, adopted, implemented or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in Law occurring after the later interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than or of issuing or maintaining any increase in cost resulting from (i) Indemnified TaxesLetter of Credit, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the AgentAgents), pay to the Appropriate Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines ; provided, that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrowers, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agents), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at subsection 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrowers, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation in similar circumstances for similarly situated borrowers under comparable provisions increase is retroactive, then the 180-day period referred to above shall be extended to include the period of other credit agreements, if anyretroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that that, due to either (i) the introduction of or any Change change in Law occurring or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) after the later of the Agreement Date or the date such Lender became a party to this AgreementClosing Date, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Eurodollar Rate Loans Loans, including Taxes (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through and (dc) of the definition of “Excluded Taxes”, or (ii) Connection Income Taxes and (iii) Connection Income Taxes)Indemnified Taxes that are covered by Section 3.01) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments or other obligations, or its deposits, reserves, liabilities or capital attributable thereto, then the Borrower shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender reasonably and in good faith shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any of the foregoing, in each case after the later of the Agreement Date or the date such Lender became a party to this Agreement that Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and liquidity and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Revolving Loan CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase. (c) Failure Notwithstanding anything herein to the contrary, for all purposes of the Loan Documents, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or delay in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the part of any Lender to demand compensation United States or other regulatory authorities, in each case, pursuant to the foregoing provisions Basel III, will in each case, regardless of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies adopted, issued, promulgated or implemented be deemed to have been adopted and to have taken effect after 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anydate hereof.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in Law occurring after the later interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than or of issuing or maintain any increase in cost resulting from (i) Indemnified TaxesLetter of Credit, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines ; provided, that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 10.3 for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 10.3 for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower Representative, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation in similar circumstances for similarly situated borrowers under comparable provisions increase is retroactive, then the 180-day period referred to above shall be extended to include the period of other credit agreements, if anyretroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such LenderXxxxxx’s intention to claim compensation therefor (except that, if the event 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). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became or L/C Issuer becomes a party to this Agreement, or with regard to SPVs or participants, the date the SPV or participant acquired an option or participation, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than or of issuing or maintaining any increase in cost resulting from (i) Indemnified TaxesLetter of Credit, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(a) for any increased costs incurred or reductions suffered more than 90 one hundred and eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that for each such case below, for events occurring after such Lender or L/C Issuer becomes a party to this Agreement, or with regards to SPVs or participants, the date the SPV or participant acquired an option or participation: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this subsection 10.3(b) for any amounts incurred more than one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued. (d) For the avoidance of doubt, this Section 5.3 if it 10.3 shall not at the time apply to taxes, which shall be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anygoverned solely by Section 10.1.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date shall (i) impose, modify or the date such Lender became a party to this Agreement, there shall be deem applicable any increase in the cost reserve (including Taxespursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to such 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 of agreeing or L/C Issuer; (ii) subject any Recipient to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Tax 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) Connection Income impose on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes)) affecting this Agreement or Loans made by such Lender, L/C Issuer or L/C Issuer, and the result of any of the foregoing shall be to increase the cost to such Lender, L/C Issuer 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, L/C Issuer, 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, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account 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 are sufficient to will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such increased costsadditional costs incurred or reduction suffered. (b) If any Lender or L/C Issuer shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.:

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring either (i) the introduction after the later Closing Date of or any change after the Agreement Closing Date in the interpretation of any law or regulation or (ii) the date such compliance by that Lender became a party to this Agreementwith any new guideline or request after the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (including Taxesother than with respect to Taxes which are governed solely and exclusively by Section 5.1) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR LIBOR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesRevolving Loans, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to (i) the introduction after the Closing Date of any Change Capital Adequacy Regulation, (ii) any change after the Closing Date in Law any Capital Adequacy Regulation, (iii) any change after the Closing Date in respect the interpretation or administration of any Capital Adequacy Regulation occurring by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any new Capital Adequacy Regulation after the later of the Agreement Date or the date such Lender became a party to this Agreement that Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits credits, or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than any increase Excluded Taxes or any Taxes that are otherwise provided for in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income TaxesSection 10.1), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Agent, subject to clause (c) of this Section 5.3), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, shall not at in each case be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in Law occurring after the later interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than or BA Rate Loans or of issuing or maintaining any increase in cost resulting from (i) Indemnified TaxesLetter of Credit, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines ; provided, that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a any Lender or L/C Issuer pursuant to this subsection 10.3(a) for (i) any increased costs resulting from taxes to the foregoing provisions extent covered by Section 10.1 (and, for the avoidance of this Section 5.3 for doubt, any taxes referred to in subsection 10.1(a)(i), (ii) or (iii)), which shall govern with respect to such costs, and (ii) any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) any change in the interpretation or administration of any Capital Adequacy Regulation by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at subsection 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower Representative, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, as well as all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Term Benchmark Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such LenderXxxxxx, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such LenderXxxxxx’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 90 day six-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in Law occurring after the later interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than or of issuing or maintaining any increase in cost resulting from (i) Indemnified TaxesLetter of Credit, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at subsection 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation in similar circumstances for similarly situated borrowers under comparable provisions increase is retroactive, then the 180-day period referred to above shall be extended to include the period of other credit agreements, if anyretroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Term Benchmark Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 180 days 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 90 day six-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.effect

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect that: (i) the introduction of any Capital Adequacy Regulation occurring after the later Closing Date; (ii) any change in any Capital Adequacy Regulation after the Closing Date; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the Agreement Date interpretation or administration thereof after the date Closing Date; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation in clauses (i) through (iii) above; materially affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of written demand of such Lender (with a copy to the Borrower through the Agent), subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 16.2(a) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (b) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in Capital Adequacy Regulation after the Closing Date under Section 16.2(a) above, as applicable, regardless of the date enacted, adopted or issued. (c) Any Lender shall demand compensation claiming any additional amounts payable pursuant to this Section 5.3 16.2 shall use reasonable efforts (consistent with its internal policies and Legal Requirements), to change the jurisdiction of its lending office if it shall not at such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the time be the general policy or practice sole determination of such Lender Lender, be otherwise disadvantageous to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyLender.

Increased Costs and Reduction of Return. (a) If any Lender determines determines, based upon advice from legal counsel, that due to either (i) the introduction of or any Change change in Law occurring after the later interpretation of any law or regulation or (ii) the Agreement Date compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the date such Lender became a party to this Agreementforce of law), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesLoans, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or, alternatively, in the case where the affected Lender's increased costs are material, the Borrower may choose to prepay such LIBOR Rate Loan and concurrently with such prepayment, the Borrower shall borrow from the affected Lender, a Base Rate Loan in the amount of such repayment; provided, however, that no Lender shall be entitled to claim any additional amount hereunder with respect to the period which is more than 30 days prior to the date the Lender actually became aware of such additional amounts; provided, further, that notwithstanding anything to the contrary in this Agreement, the Borrower shall not be liable for any losses, or be required to reimburse any Lender as set forth in Section 4.4 to the extent a LIBOR Rate Loan has been prepaid in accordance with this Section 4.3(a). (b) If any Lender shall have determined determined, based upon advice from legal counsel, that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such non-material increase. (c) Failure or delay on the part of ; provided, however, that no Lender shall be entitled to claim any Lender to demand compensation pursuant such additional amount with respect to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered period which is more than 90 30 days prior to the date that such the Lender notifies the Borrower of the event giving rise to such increased costs or reductions and actually became aware 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyadditional amounts.

Increased Costs and Reduction of Return. (a) If any Lender Lending Party determines that that, due to either (i) the introduction of or any Change change in Law occurring after or in the later interpretation of any law or regulation or (ii) the Agreement Date compliance by such Lending Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the date such Lender became a party to this Agreementforce of law), there shall be any increase in the cost (including Taxes) to such Lender Lending Party of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Offshore Rate Loans (other than or Alternate Currency Loans, participating in Letters of Credit, agreeing to Issue, Issuing or maintaining any increase in cost resulting from (i) Indemnified TaxesLetter of Credit or funding any drawing under any Letter of Credit or any participation therein, (ii) Taxes described in clauses (b) through (d) of as the definition of “Excluded Taxes”case may be, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower applicable Credit Party shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, Lending Party additional amounts as are sufficient to compensate such Lender Lending Party for such increased costs. (b) If any Lender Lending Party shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that Lending Party (or its Lending Office) or any Person controlling such Lending Party with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Lending Party or any corporation or other entity Person controlling such Lender Lending Party and such Lender (taking into consideration such Lender’s Lending Party's or such corporation’s or other entity’s Person's policies with respect to capital adequacy and such Lender’s Lending Party's of such Person's desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsRevolving Commitment, loans, credits Credit Extensions or other obligations under this Agreement, then, upon demand of such Lender Lending Party to the Borrower Company through the Agent, subject to clause (c) of this Section 5.3, the Borrower applicable Credit Party shall pay to such LenderLending Party, from time to time as specified by such LenderLending Party, additional amounts sufficient to compensate such Lender Lending Party or such Person for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If Subject to Section 10.13(f), if any Lender determines shall have determined, in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), at any time that due such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans Loan (other than any increase increased cost or reduction in cost the amount received or receivable resulting from (i) Indemnified Taxesthe imposition of or a change in any tax imposed on or measured by the net income, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”revenue, or gross receipts or similar charges or otherwise compensated for Taxes under Section 2.8) because of any change in any applicable law or governmental rule, regulation, order, guideline or request (iiiwhether or not having the force of law) Connection Income Taxes)or in the official interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, and including the introduction, after the Signing Date, of any new law or governmental rule, regulation, order, guideline or request, then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of in any such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3event, the Borrower shall pay to such Lender, from time to time within thirty (30) days of written demand therefor, such additional reasonable and duly documented amounts as specified by such Lender, additional amounts sufficient shall be required to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions in amounts received or receivable hereunder; provided, however, that before making any such demand each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender’s intention , be otherwise disadvantageous to claim such Lender (a written notice by such Lender as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender, shall, absent manifest error, be final and conclusive and binding on all parties hereto). (b) If a Lender requests compensation therefor (except that, under this Section 2.10 or if the event giving rise Borrower is required to pay additional amounts to any Lender under Section 2.8 as a result of any internal reorganization of such increased costs or reductions is retroactiveLender, then such Lender shall, in good faith consultation with the 90 day period referred Borrower, take commercially reasonable steps to above mitigate any circumstances giving arise to the gross-up under Section 2.8 or the indemnification under this Section 2.10, failing which, the Borrower shall be extended entitled to include the period of retroactive effect thereof)designate a Replacement Lender under Section 2.13. Notwithstanding A Lender need not take any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 such steps if it shall not at the time be the general policy or practice of such Lender determines, in its reasonable opinion, that to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anydo so would be materially prejudicial to it (it being understood that it is not prejudicial to the Lender to bear costs that the Borrower is willing to reimburse).

Increased Costs and Reduction of Return. (a) If any Lender determines that shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this AgreementClosing Date, (x) there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate LIBOR Loans or (y) such Lender shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender pursuant to this subsection 1.16(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrowers, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Agent, subject to clause (c) of this Section 5.3), the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower Borrowers shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 subsection 1.16(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower Borrowers, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding any other provision anything to the contrary herein, no Lender shall demand compensation (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to this Section 5.3 if it Basel III, shall not at in each case be deemed to be a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the time be the general policy date enacted, adopted, issued, promulgated or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyimplemented.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after shall: (i) impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the later account of, or credit extended or participated in by, any Lender or Letter of the Agreement Date or the date such Lender became a party Credit Issuer; (ii) subject any Recipient to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans Taxes (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or and (iii) Connection Income Taxes) with respect to any Revolving Loan, Letter of Credit, Commitment or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender, Letter of Credit Issuer or interbank market any other condition, cost or expense (other than Taxes) affecting any Revolving Loan, Letter of Credit, participation in Letter of Credit Obligations, Commitment or Loan Document; (iv) and the result thereof shall be to increase the cost to a Lender of making or maintaining any Revolving Loan or Commitment, or converting to or continuing any interest option for a Revolving Loan, or to increase the cost to a Lender or Letter of Credit Issuer 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 a Lender or Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy request of such demand to be sent to the Agent)Lender or Letter of Credit Issuer, Borrowers will pay to the Agent it such additional amount(s) as will compensate it for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts incurred or reduction suffered. (b) If any a Lender shall have determined or Letter of Credit Issuer determines that due to any a Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date affecting such Lender became a party to this Agreement that affects or would affect the amount Letter of Credit Issuer or its holding company, if any, regarding capital or liquidity required requirements has or expected would have the effect of reducing the rate of return on such Lender's, Letter of Credit Issuer's or holding company's capital as a consequence of this Agreement, or such Lender's or Letter of Credit Issuer's Commitments, Revolving Loans, Letters of Credit or participations in Letter of Credit Obligations or Revolving Loans, to be maintained by a level below that which such Lender Lender, Letter of Credit Issuer or any corporation or other entity controlling holding company could have achieved but for such Lender and such Lender Change in Law (taking into consideration such Lender’s or such corporation’s or other entity’s its policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitmentsadequacy), loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, then from time to time Borrowers will pay to such Lender or Letter of Credit Issuer, as specified by the case may be, such Lender, additional amounts sufficient to as will compensate such Lender it or its holding company for such increasethe reduction suffered. (c) If any Lender is required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, Borrowers shall pay additional interest to such Lender on Revolving Loans equal to the costs of such reserves allocated to the Revolving Loan by the Lender (as determined by it in good faith, which determination shall be conclusive). The additional interest shall be due and payable on each interest payment date for the Revolving Loan; provided, that if the Lender notifies Borrowers (with a copy to Agent) of the additional interest less than 10 days prior to the interest payment date, then such interest shall be payable 10 days after Borrowers' receipt of the notice. (d) Failure or delay on the part of any Lender or Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s its right to demand such compensation, provided that the Borrower but Borrowers shall not be required to compensate a Lender or Letter of Credit Issuer for any amounts pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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, 2.13 if the event giving rise to such increased costs or reductions is retroactive, then the 90 day period referred to above shall be extended to include the compensation obligations was suffered more than nine months (plus any period of retroactive effect thereof). Notwithstanding any other provision herein, no retroactivity of the Change in Law giving rise to the demand) prior to the date that the Lender shall demand compensation pursuant to this Section 5.3 if it shall not at or Letter of Credit Issuer notifies Borrower Agent of the time be the general policy or practice applicable Change in Law and of such Lender Lxxxxx's or Letter of Credit Issuer's intention to demand such claim compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anytherefor.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Term Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of interpretation or administration thereof; or (iv) compliance by such Term Lender (or its Lending Office) or any entity controlling the Agreement Date or the date such Lender became a party to this Agreement that Term Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Term Lender or any corporation or other entity controlling such Term Lender and such Lender (taking into consideration such Term Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, or if any change of any Requirements of Law subjects a Secured Party to any taxes (other than Taxes described in clauses (a)(ii) and (b) through (d) of the definition of Excluded Taxes or Indemnified Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities, or capital attributable thereto, then, upon within thirty (30) days of demand of such Term Lender (with a copy to the Borrower through the Term Agent, subject to clause (c) of this Section 5.3), the Borrower Borrowers shall pay to such Term Lender, from time to time as specified by such Term Lender, additional amounts sufficient to compensate such Term Lender (or the entity controlling the Term Lender) for such increase. (c) Failure increase or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensationtaxes; provided, provided that the Borrower Borrowers shall not be required to compensate a any Term Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Term Lender notifies the Borrower such Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Term Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (b) Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, shall not at in each case be deemed to be a change in a Requirements of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (a) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after shall: (i) impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the later account of, or credit extended or participated in by, any Lender or Letter of the Agreement Date or the date such Lender became a party Credit Issuer; (ii) subject any Recipient to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans Taxes (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or and (iii) Connection Income Taxes) with respect to any Revolving Loan, Letter of Credit, Commitment or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender, Letter of Credit Issuer or interbank market any other condition, cost or expense (other than Taxes) affecting any Revolving Loan, Letter of Credit, participation in Letter of Credit Obligations, Commitment or Loan Document; (iv) and the result thereof shall be to increase the cost to a Lender of making or maintaining any Revolving Loan or Commitment, or converting to or continuing any interest option for a Revolving Loan, or to increase the cost to a Lender or Letter of Credit Issuer 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 a Lender or Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy request of such demand to be sent to the Agent)Lender or Letter of Credit Issuer, Borrowers will pay to the Agent it such additional amount(s) as will compensate it for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts incurred or reduction suffered. (b) If any a Lender shall have determined or Letter of Credit Issuer determines that due to any a Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date affecting such Lender became a party to this Agreement that affects or would affect the amount Letter of Credit Issuer or its holding company, if any, regarding capital or liquidity required requirements has or expected would have the effect of reducing the rate of return on such Lender’s, Letter of Credit Issuer’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Letter of Credit Issuer’s Commitments, Revolving Loans, Letters of Credit or participations in Letter of Credit Obligations or Revolving Loans, to be maintained by a level below that which such Lender Lender, Letter of Credit Issuer or any corporation or other entity controlling holding company could have achieved but for such Lender and such Lender Change in Law (taking into consideration such Lender’s or such corporation’s or other entity’s its policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitmentsadequacy), loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, then from time to time Borrowers will pay to such Lender or Letter of Credit Issuer, as specified by the case may be, such Lender, additional amounts sufficient to as will compensate such Lender it or its holding company for such increasethe reduction suffered. (c) If any Lender is required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, Borrowers shall pay additional interest to such Lender on Revolving Loans equal to the costs of such reserves allocated to the Revolving Loan by the Lender (as determined by it in good faith, which determination shall be conclusive). The additional interest shall be due and payable on each interest payment date for the Revolving Loan; provided, that if the Lender notifies Borrowers (with a copy to Agent) of the additional interest less than 10 days prior to the interest payment date, then such interest shall be payable 10 days after Borrowers’ receipt of the notice. (d) Failure or delay on the part of any Lender or Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s its right to demand such compensation, provided that the Borrower but Borrowers shall not be required to compensate a Lender or Letter of Credit Issuer for any amounts pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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, 2.13 if the event giving rise to such increased costs or reductions is retroactive, then the 90 day period referred to above shall be extended to include the compensation obligations was suffered more than nine months (plus any period of retroactive effect thereof). Notwithstanding any other provision herein, no retroactivity of the Change in Law giving rise to the demand) prior to the date that the Lender shall demand compensation pursuant to this Section 5.3 if it shall not at or Letter of Credit Issuer notifies Borrower Agent of the time be the general policy or practice applicable Change in Law and of such Lender Xxxxxx’s or Letter of Credit Issuer’s intention to demand such claim compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anytherefor.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction of or any Change change in Law occurring after the later interpretation of any law or regulation or (ii) the Agreement Date compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesLoans, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or, alternatively, in the case where the affected Lender's increased costs are material, the Borrowers may choose to prepay such LIBOR Rate Loan and concurrently with such prepayment, the Borrowers shall borrow from the affected Lender a Base Rate Loan in the amount of such repayment; provided, however, that no Lender shall be entitled to claim any additional amount hereunder with respect to the period which is more than 120 days prior to the date the Lender actually became aware of such additional amounts; provided, further, that notwithstanding anything to the contrary in this Agreement, the Borrowers shall not be liable for any losses, or be required to reimburse any Lender as set forth in Section 4.4 to the extent a LIBOR Rate Loan has been prepaid in accordance with this Section 4.3(a). (b) If any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Agent, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of ; provided, however, that no Lender shall be entitled to claim any Lender to demand compensation pursuant such additional amount with respect to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered period which is more than 90 120 days prior to the date that such the Lender notifies the Borrower of the event giving rise to such increased costs or reductions and actually became aware 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyadditional amounts.

Increased Costs and Reduction of Return. (a) If Subject to Section 10.13(f), if any Lender determines shall have determined, in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), at any time that due such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans Loan (other than any increase increased cost or reduction in cost the amount received or receivable resulting from (i) Indemnified Taxesthe imposition of or a change in any tax imposed on or measured by the net income, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”revenue, or gross receipts or similar charges or otherwise compensated for Taxes under Section 2.8) because of any change in any applicable law or governmental rule, regulation, order, guideline or request (iiiwhether or not having the force of law) Connection Income Taxes)or in the official interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, and including the introduction, after the Original Closing Date, of any new law or governmental rule, regulation, order, guideline or request, then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of in any such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3event, the Borrower shall pay to such Lender, from time to time within thirty (30) days of written demand therefor, such additional reasonable and duly documented amounts as specified by such Lender, additional amounts sufficient shall be required to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions in amounts received or receivable hereunder; provided, however, that before making any such demand each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender’s intention , be otherwise disadvantageous to claim such Lender (a written notice by such Lender as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender, shall, absent manifest error, be final and conclusive and binding on all parties hereto). (b) If a Lender requests compensation therefor (except that, under this Section 2.10 or if the event giving rise Borrower is required to pay additional amounts to any Lender under Section 2.8 as a result of any internal reorganization of such increased costs or reductions is retroactiveLender, then such Lender shall, in good faith consultation with the 90 day period referred Borrower, take commercially reasonable steps to above mitigate any circumstances giving arise to the gross-up under Section 2.8 or the indemnification under this Section 2.10, failing which, the Borrower shall be extended entitled to include the period of retroactive effect thereof)designate a Replacement Lender under Section 2.13. Notwithstanding A Lender need not take any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 such steps if it shall not at the time be the general policy or practice of such Lender determines, in its reasonable opinion, that to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anydo so would be materially prejudicial to it (it being understood that it is not prejudicial to the Lender to bear costs that the Borrower is willing to reimburse).

Increased Costs and Reduction of Return. (a) If any Lender in good faith determines (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto) at any time that due such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans LIBOR Loan (other than any increase increased cost or reduction in cost the amount received or receivable resulting from (i) Indemnified Taxes, (ii) Taxes described the imposition of or a change in clauses (b) through (d) the rate of net income taxes or similar charges or otherwise duplicative of the definition provisions of “Excluded Taxes”Section 3.24) because of any Change in Law, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, upon written demand therefor by such Lender to the Borrower through the Administrative Agent, (such written demand notice to include a statement from the Lender certifying the Lender’s good faith determination of increased costs or reduction of return under this Section 3.11(a), such additional amounts as are sufficient shall be required to compensate such Lender for such increased costscosts or reductions in amounts received or receivable hereunder; provided, that the Borrower shall be under no obligation to compensate such Lender with respect to any period before the date that is 270 days prior to the date on which such Lender makes a claim hereunder if such Lender prior to such date knew or would reasonably be expected to know of the circumstances giving rise to the claim hereunder and the fact that such circumstances would result in the claim hereunder. A written notice as to the additional amounts owed to any Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender (through the Administrative Agent) shall, absent clearly demonstrable error, be final, conclusive and binding on all parties hereto. (b) If any Lender shall have determined in good faith that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that (or its Applicable Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loansLoans, credits or other obligations under this Credit Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time-to-time as specified by such Lender, upon written demand therefor by such Lender to the Borrower through the Administrative Agent (such written demand notice to include a statement from the Lender certifying such Lender’s determination of increased costs under this Section NEWYORK 8115155 (2K) 12 3.11(b), which shall be conclusive and binding absent clearly demonstrable error), such additional amounts sufficient to compensate such Lender for such increase; provided, that the Borrower shall be under no obligation to compensate such Lender with respect to any period before the date that is 270 days prior to the date on which such Lender makes a claim hereunder if such Lender prior to such date knew or would reasonably be expected to know of the circumstances giving rise to the claim hereunder and the fact that such circumstances would result in the claim hereunder. (c) Failure or delay on the part of any Lender to demand compensation pursuant Before giving notice to the foregoing provisions of this Borrower through the Administrative Agent under Section 5.3 3.11(a) or 3.11(b), the affected Lender shall not constitute designate a waiver different Applicable Lending Office with respect to its Loans if such designation (i) will avoid the need for giving such notice or making any demand for compensation under such section and (ii) will not, in the judgment of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred illegal or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise otherwise disadvantageous to such increased costs Lender. (d) Any determination made by Lender in accordance with Sections 3.10(a), 3.10(b), 3.11(a) 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 90 day period referred to above 3.11(b) shall be extended to include the period set forth in a certificate of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice an authorized signatory of such Lender and shall be delivered to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anythe Borrower and the Administrative Agent.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit, other than as a result of Taxes (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at subsection 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law under comparable provisions subsection 10.3(a) above and/or a change in a Capital Adequacy Regulation under subsection 10.3(b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to any a Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this AgreementLaw, (i) there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (ii) such Lender or L/C Issuer shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or ” and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, the Borrower shall be liable forcommitments or other obligations, and shall from time to timeor its deposit reserves, upon other liabilities or capital attributable thereto, then Borrowers shall, within 30 days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent Agent, for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes. (b) If any Lender or L/C Issuer shall have determined that due to (i) the introduction or any Change change in Law in respect any Capital Adequacy Regulation, (ii) any interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iii) compliance by such Lender became a party to this Agreement that or L/C Issuer or any entity controlling the Lender or L/C Issuer with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation or other entity controlling such Lender or L/C Issuer and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Agent), subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase. Notwithstanding anything herein to the contrary, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Capital Adequacy Regulation under this Section 11.03(b), regardless of the date enacted, adopted or issued. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 11.03(a) or (b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing, of the event giving rise to such increased costs or reductions and its claim of such Lender’s intention to claim compensation therefor (except thatthereof; provided, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 such 180-day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyeffect.

Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall reasonably determine that due either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall 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 pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any Change in Law occurring after the later tax of the Agreement Date or the date such Lender became a party any kind whatsoever other than any Excluded Taxes with respect to this Agreement, there any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be any to increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to making or maintaining any SOFR LIBOR Rate Loans Loan (other than or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) or to issue any Letter of the definition of “Excluded Taxes”Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (iii) Connection Income Taxeswhether of principal, interest or any other amount), then, subject to clause (c) of this Section 5.3, then the applicable Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines ; provided, that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the applicable Borrower shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Administrative Agent), the Applicable Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Applicable Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at subsection 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower Representative, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers under comparable provisions authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to have occurred after the date hereof regardless of other credit agreementsthe date enacted, if anyadopted, promulgated or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, (x) there shall be any increase in the cost (including other than Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Applicable Agent), pay to the Applicable Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s costs or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsTaxes; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Applicable Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, (x) there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s costs or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsTaxes; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 9.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent). Notwithstanding , the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 9.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions Section 9.3(a) above and/or a change in Capital Adequacy Regulation under Section 9.3(b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after 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 later of the Agreement Date account of, or the date such credit extended or participated in by, any Lender became a party (except any reserve requirement contemplated by Section 10.6) or any L/C Issuer; (ii) subject any Recipient to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) 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) Connection Income Taxesimpose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or Issuing or maintaining any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such L/C Issuer 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 or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, subject to clause upon request of such Lender or the L/C Issuer (ci) If any Lender or L/C Issuer shall have determined that Change in Law regarding any Capital Adequacy Regulation has or would have the effect of reducing the rate of return on such Lender’s or the (ii) L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Section 5.3Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), time pay to the Agent for the account of such LenderLender or L/C Issuer, as the case may be, such additional amounts or amounts as are sufficient to compensate such Lender or L/C Issuer, as the case may be, for additional costs incurred or reduction suffered or such increased costsTaxes incurred. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase[reserved]. (c) Failure Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or delay directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the part United States or foreign regulatory authorities, in each case in respect of any Lender to demand compensation this clause (ii) pursuant to the foregoing provisions Basel III, shall, in each case, be deemed to be a Change in Law Section 10.3(a) above and/or a Change in Law with respect to Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs enacted, adopted 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, (x) there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate Loans or of Issuing or maintaining any Letter of Credit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s costs or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsTaxes; provided, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 11.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 11.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions Section 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If If, after the Effective Date, any Lender determines that due shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Change in Law occurring after the later Loan because of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxesany change since the date of this Agreement in any applicable Law, including the introduction of any new Law (such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of Tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or Applicable Lending Office is located, other than changes in the rate of Tax to the extent such rate change applies to Taxes covered in the fourth sentence of Section 2.9(a)) or (B) a change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR) and/or (ii) Taxes described in clauses relation to any Loan, other circumstances affecting such Lender or the relevant interbank market or the position of such Lender in such market (b) through (d) unless at that time a Market Disruption Margin Event has been called or a substitute base rate has been applied pursuant to Section 2.13 in respect of the definition or arising out of “Excluded Taxes”, or (iii) Connection Income Taxessuch other circumstances), then, subject to clause (c) of this Section 5.3and in any such event, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, within thirty (30) days of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient shall be agreed by both the Borrower and such Lender), as shall be required to compensate such Lender for such increased costscosts or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the cause of such increased costs or reduction in the amounts and the basis for the calculation thereof, submitted to the Borrower by such Lender through the Administrative Agent shall, absent manifest error, be final and conclusive and binding on all parties hereto). (b) If If, after the Effective Date, any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that (or its Applicable Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon written demand of such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as within thirty (30) days of such written demand, additional amounts specified by such Lender, additional amounts Lender as sufficient to compensate such Lender for such increase. A Lender’s reasonable good faith determination of compensation owing under this Section 2.11(b) shall, absent manifest error, be final and conclusive and binding on all parties hereto. (c) Failure or delay on the part of any Lender to demand compensation pursuant Before giving notice to the foregoing provisions of this Administrative Agent under Section 5.3 2.11(a) and (b), the affected Lender shall not constitute designate a waiver different Applicable Lending Office with respect to its Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such Lender’s right , be illegal or otherwise materially disadvantageous to demand such compensation, provided that the Lender. (d) The Borrower shall not be required obliged to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for pay any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation additional amount pursuant to this Section 5.3 if it shall not at 2.11 to the time extent that the increased cost to which such additional amount relates is with respect to Taxes for which additional amounts are required to be the general policy or practice of such Lender paid pursuant to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anySection 2.9.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect that: (i) the introduction of any Capital Adequacy Regulation occurring after the later Original Closing Date; (ii) any change in any Capital Adequacy Regulation after the Original Closing Date; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the Agreement Date interpretation or administration thereof after the date Original Closing Date; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation in clauses (i) through (iii) above; materially affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of written demand of such Lender (with a copy to the Borrower through the Agent), subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 16.2(a) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (b) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in Capital Adequacy Regulation after the Original Closing Date under Section 16.2(a) above, as applicable, regardless of the date enacted, adopted or issued. (i) Any Lender shall demand compensation claiming any additional amounts payable pursuant to this Section 5.3 16.2 shall use reasonable efforts (consistent with its internal policies and Legal Requirements), to change the jurisdiction of its lending office if it shall not at such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the time be the general policy or practice sole determination of such Lender Lender, be otherwise disadvantageous to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyLender.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Restatement Effective Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any Term SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Restatement Effective Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such LenderXxxxxx’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days six 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 LenderXxxxxx’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 90 day six-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if unless it shall not at the time be certifies that it is the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit, other than as a result of Taxes (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Agent, subject to clause (c) of this Section 5.3), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, shall not at be deemed to be a change in a Requirement of Law under subsection 10.3(a) above and/or a change in a Capital Adequacy Regulation under subsection 10.3(b) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation in which a change (or change in interpretation or administration) has occurred or which was enacted subsequent to the date such Lender became a party to this Agreement that hereof, affects or would affect the HOUSTON\2261364 amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its New Term Loan Commitments, loansNew Term Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (cb) Failure or delay on Each Lender agrees that, upon the part occurrence of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to the operation of this Section 4.3 with respect to such increased costs or reductions and Lender, it will, if requested by Borrower, use reasonable efforts (subject to overall policy considerations of such Lender’s intention ) to claim compensation therefor (except designate another lending office for any New Term Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, if in the event giving rise sole judgment of such Lender, cause such Lender and its lending office(s) to such increased costs suffer no economic, legal or reductions is retroactiveregulatory disadvantage, then and provided, further, that nothing in this clause (c) shall affect or postpone any of the 90 day period referred to above shall be extended to include obligations of Borrower or the period rights of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any4.3.

Increased Costs and Reduction of Return. (a) If Subject to the provisions of Section 3.01 (which shall be controlling with respect to the matters covered thereby), if any Lender determines in good faith that due to any Change in Law occurring after regarding capital or liquidity requirements has or would have the later effect of reducing the Agreement Date rate of return on such Lender’s capital or the date capital of such Lender’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, to a level below that which such Lender became a party 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 this Agreement, there shall be any increase in the cost (including Taxes) to capital adequacy and liquidity and such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income TaxesLender’s desired return on capital), then, subject to clause (c) of this Section 5.3, the then Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand Lender to be sent to the Borrower through Administrative Agent), pay to the Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such Lender for any such increased costsreduction suffered; provided that such Lender is generally seeking, or intends to generally seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right to do so) with respect to such Change in Law regarding capital or liquidity requirements. (b) If any Lender shall have determined that due to 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 respect of by, any Capital Adequacy Regulation occurring after Lender (except any reserve requirement reflected in the later Adjusted LIBOR) or any Issuing Lender; (ii) subject Administrative Agent or any Lender to any Taxes (other than (A) Taxes described in clauses (i) through (iii) of the Agreement Date definition of Taxes and (B) Taxes addressed in Section 3.01) on its Loans, 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 Issuing Lender or the date such Lender became a party to London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender and 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 (taking into consideration such Lender’s or such corporation’s Issuing Lender of participating in, Issuing or other entity’s policies with respect maintaining any Letter of Credit (or of maintaining its obligation to capital adequacy and such Lender’s desired return on capital) determines that participate in or to Issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such capital Lender or liquidity is required Issuing Lender hereunder (whether of principal, interest or any other amount); then, upon request of such Lender or Issuing Lender, the Borrower will pay to be increased such Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered as a consequence of its Term Loan Commitmentsclauses (i), loans, credits (ii) or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (ciii) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increaseabove. (c) In the event any Lender or Issuing Lender seeks reimbursement or compensation under this Article III, such Lender shall deliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount payable to such Lender hereunder. (d) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a any Lender or Issuing Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower of the event Change in Law giving rise to such increased costs or reductions reductions, and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, that if the event Change in Law giving rise to such increased costs or reductions is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that due to any Change in Law occurring after shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the later account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR Rate) or any L/C Issuer; (ii) impose on any Lender or any L/C Issuer or the London interbank market any other condition affecting this Agreement or CDOR Rate Loans or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Lender or any L/C Issuer to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than Taxes or Other Taxes as to which such Lender or L/C Issuer has been indemnified by the Borrowers pursuant to Section 10.1); and the result of any of the Agreement Date or the date such Lender became a party to this Agreement, there foregoing shall be any to increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR CDOR Rate Loans Loan or LIBOR Rate Loan (other than or of maintaining its obligation to make any such CDOR Rate Loan or LIBOR Rate Loan) or to increase in the cost resulting from to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (i) Indemnified Taxeswhether of principal, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, interest or (iii) Connection Income Taxesotherwise), then, subject to clause (c) of this Section 5.3, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the AgentAgents), pay to the Appropriate Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines ; provided, that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrowers, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) any Change in Law regarding any Capital Adequacy Regulation; or (ii) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agents), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at subsection 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrowers, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation in similar circumstances for similarly situated borrowers under comparable provisions increase is retroactive, then the 180-day period referred to above shall be extended to include the period of other credit agreements, if anyretroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to any Change in Law occurring after (other than any change in the later of the Agreement Date or the date such Lender became a party to this AgreementAssociated Costs Rate), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate Eurocurrency Loans (other than or participating in Letters of Credit or, in the case of an Issuing Lender, any increase in the cost resulting from (i) Indemnified Taxesto such Issuing Lender of agreeing to issue, (ii) Taxes described in clauses (b) through (d) issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the applicable Borrower shall be liable for, and shall from time to time, upon within ten days after demand in accordance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined determines that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by affecting such Lender or any corporation or other entity controlling lending office of such Lender and 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 such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitment of or Loans made by such Lender, such Lender’s participation in Letters of Credit or Swing Line Loans or the issuance or maintenance by such Lender of any Letter of Credit, 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 or policies and the policies of such corporationLender’s or other entity’s policies holding company with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required adequacy), then from time to be increased as a consequence of its Term Loan Commitmentstime, loans, credits or obligations under this Agreement, then, upon within ten days after demand in accordance with Section 4.07 of such Lender to the Borrower Borrowers through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall Borrowers will pay to such Lender, from time to time as specified by Lender such Lender, additional amounts sufficient to as will compensate such Lender or such Lender’s holding company for any such increasereduction suffered. (c) Failure or delay on the part of any Lender The per annum interest rate applicable to demand compensation pursuant to the foregoing provisions of this Section 5.3 each Offshore Currency Loan 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 the foregoing provisions of this Section 5.3 increased for any increased costs incurred or reductions suffered more than 90 days prior to Interest Period by the date that Associated Costs Rate for 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyInterest Period.

Increased Costs and Reduction of Return. (a) If any Lender determines that Purchaser shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, (x) there shall be any increase in the cost (including Taxes) to such Lender Purchaser of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than Taxes) or (y) such Purchaser shall be subject to any increase in cost resulting from Taxes (iother than (A) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) of this Section 5.3commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Issuer shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Purchaser (with a copy of such demand to be sent to the Agentother Purchasers), pay to the Agent for the account of such Lender, Purchaser additional amounts as are sufficient to compensate such Lender Purchaser for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s costs or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, Taxes; provided that the Borrower Issuer shall not be required to compensate a Lender any Purchaser or pursuant to the foregoing provisions of this Section 5.3 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender Purchaser notifies the Borrower Issuer, in writing of the event increased costs and of such Purchaser’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Purchaser shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Purchaser (or its Lending Office) or any entity controlling the Purchaser, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Purchaser or any entity controlling such Purchaser and (taking into consideration such Purchaser’s or such entities’ policies with respect to capital adequacy and such Purchaser’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Term Loan Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Purchaser (with a copy to the other Purchasers), the Issuer shall pay to such Purchaser, from time to time as specified by such Purchaser, additional amounts sufficient to compensate such Purchaser (or the entity controlling the Purchaser) for such increase; provided that the Issuer shall not be required to compensate any other provision herein, no Lender shall demand compensation Purchaser pursuant to this Section 5.3 if it shall not at 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Purchaser notifies the general policy or practice Issuer, in writing of the amounts and of such Lender Purchaser’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of other credit agreementsthe date enacted, adopted or issued. (d) Any Purchaser claiming any additional amounts payable pursuant to this Section 10.3 shall use reasonable efforts (consistent with its internal policies and Requirement of Law), to change the jurisdiction of its lending office if anysuch a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Purchaser, be otherwise disadvantageous to such Purchaser.

Increased Costs and Reduction of Return. (a) If any Lender determines shall reasonably determine that due either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall 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 pursuant to Section 10.6); (B) subject any Lender to any Change tax of any kind whatsoever (other than (i) any Excluded Taxes or (ii) Indemnified Taxes that are indemnified under Section 10.1) with respect to this Agreement or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in Law occurring after the later of the Agreement Date respect thereof; or (C) impose on any Lender or the date such Lender became a party to London interbank market any other condition, cost or expense affecting this Agreement, there LIBOR Rate Loans made by such Lender or participation therein, and the result of any of the foregoing shall be any to increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to making or maintaining any SOFR LIBOR Rate Loans Loan (other than or of maintaining its obligation to make any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”such Loan), or to reduce the amount of any sum received by such Lender hereunder (iii) Connection Income Taxeswhether of principal, interest or any other amount), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, in each case shall not at be deemed to have occurred after the time be date hereof regardless of the general policy date enacted, adopted, promulgated or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Term Benchmark Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 180 days 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 90 day six-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from shall: (i) Indemnified Taxesimpose, 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 Bank (except any reserve requirement contemplated by Section 3.06); (ii) subject any Bank to any tax of any kind whatsoever with respect to this Agreement or any Offshore Rate Loan made by it, or change the basis of taxation of payments to such Bank in respect thereof (except for (x) indemnified Taxes, Other Taxes and Further Taxes covered by Section 3.01 and (y) the imposition of, or any change in the rate of, any taxes or similar charges payable by such Bank which are described in clauses (bi) through (dv) of the definition of “Excluded Taxes”, or ); or (iii) Connection Income Taxesimpose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Offshore Rate Loans made by such Bank; and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Offshore Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or any other amount) then, subject to clause (c) within 15 days after written request of this Section 5.3such Bank, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), Company will pay to the Agent for the account of such Lender, Bank such additional amount or amounts as are sufficient to will compensate such Lender Bank for such increased costsadditional costs incurred or reduction suffered. (b) If any Lender Bank shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by the Bank or such Lender or any corporation or other entity controlling such Lender Bank’s holding company and such Lender (taking into consideration such LenderBank’s or such corporationBank’s or other entityholding company’s policies with respect to capital adequacy and such LenderBank’s such Bank’s holding company’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrower Company through the Agent, subject to clause (c) of this Section 5.3, the Borrower Company shall pay to such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank or such Bank’s holding company for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof and, in each case, other than any (x) Indemnified Tax or (y) Excluded Tax, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than or of Issuing or maintaining any increase in cost resulting from (i) Indemnified TaxesLetter of Credit, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower then Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is 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 L/C Issuer shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation or other entity controlling such Lender or L/C Issuer and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Revolving Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Agent), subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the no Borrower shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 10.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding any other provision anything to the contrary herein, no Lender shall demand compensation pursuant (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to this Section 5.3 if it shall not at be a change in a Requirement of Law under clause (a) above or a change in a Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Term Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of interpretation or administration thereof; or (iv) compliance by such Term Lender (or its Lending Office) or any entity controlling the Agreement Date or the date such Lender became a party to this Agreement that Term Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Term Lender or any corporation or other entity controlling such Term Lender and such Lender (taking into consideration such Term Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, or if any change of a Requirement of Law subjects a Secured Party to any Taxes (other than Excluded Taxes, Other Taxes, or Taxes imposed on or with respect to a payment by or on behalf of a Borrower hereunder) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities, or capital attributable thereto, then, upon within thirty (30) days of demand of such Term Lender (with a copy to the Borrower through the Term Agent, subject to clause (c) of this Section 5.3), the Borrower Borrowers shall pay to such Term Lender, from time to time as specified by such Term Lender, additional amounts sufficient to compensate such Term Lender (or the entity controlling the Term Lender) for such increase. (c) Failure increase or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensationTaxes; provided, provided that the Borrower Borrowers shall not be required to compensate a any Term Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Term Lender notifies the Borrower such Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Term Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (b) Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, shall not at in each case be deemed to be a change in a Requirements of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (a) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof and in each case other than any Indemnified Tax or Excluded Tax, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than or of issuing or maintaining any increase in cost resulting from (i) Indemnified TaxesLetter of Credit, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the then Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined ; provided, that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies Borrower, in writing of the general policy or practice amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything to the contrary herein, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar circumstances for similarly situated borrowers authority shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions clause (a) above and/or a change in a Capital Adequacy Regulation under clause (b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect that: (i) the introduction of any Capital Adequacy Regulation occurring after the later Effective Date; (ii) any change in any Capital Adequacy Regulation after the Effective Date; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the Agreement Date interpretation or administration thereof after the date Effective Date; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation in clauses (i) through (iii) above; materially affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of written demand of such Lender (with a copy to the Borrower through the Agent), subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 16.2(a) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding . (b) If any Change in Law shall subject any Lender or Agent 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 and the result of any of the foregoing shall be to increase the cost to such Lender or Agent 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 or Agent of participating in, issuing or to reduce the amount of any sum received or receivable by such Lender or Agent hereunder (whether of principal, interest or any other provision hereinamount) then, no upon request of such Lender shall demand compensation or Agent the Borrower will pay to such Lender or Agent as the case may be, such additional amount or amounts as will compensate such Lender or Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in Capital Adequacy Regulation after the Effective Date under Section 16.2(a) above, as applicable, regardless of the date enacted, adopted or issued. (i) Any Lender claiming any additional amounts payable pursuant to this Section 5.3 16.2 shall use reasonable efforts (consistent with its internal policies and Legal Requirements), to change the jurisdiction of its lending office if it shall not at such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the time be the general policy or practice sole determination of such Lender Lender, be otherwise disadvantageous to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyLender.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect that: (i) the introduction of any Capital Adequacy Regulation occurring after the later Original Closing Date; (ii) any change in any Capital Adequacy Regulation after the Original Closing Date; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the Agreement Date interpretation or administration thereof after the date Original Closing Date; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation in clauses (i) through (iii) above; materially affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of written demand of such Lender (with a copy to the Borrower through the Agent), subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 16.2(a) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding . (b) If any Change in Law shall subject any Lender or Agent 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 and the result of any of the foregoing shall be to increase the cost to such Lender or Agent 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 or Agent of participating in, issuing or to reduce the amount of any sum received or receivable by such Lender or Agent hereunder (whether of principal, interest or any other provision hereinamount) then, no upon request of such Lender shall demand compensation or Agent the Borrower will pay to such Lender or Agent as the case may be, such additional amount or amounts as will compensate such Lender or Agent, as the case may be, for such additional costs incurred or reduction suffered. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in Capital Adequacy Regulation after the Original Closing Date under Section 16.2(a) above, as applicable, regardless of the date enacted, adopted or issued. (i) Any Lender claiming any additional amounts payable pursuant to this Section 5.3 16.2 shall use reasonable efforts (consistent with its internal policies and Legal Requirements), to change the jurisdiction of its lending office if it shall not at such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the time be the general policy or practice sole determination of such Lender Lender, be otherwise disadvantageous to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyLender.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of or any Change change (other than any change by way of imposition of or increase in Law occurring after reserve requirements included in the later calculation of the Agreement Date Eurodollar Rate) in or in the date interpretation of any law or regulation or (ii) compliance by such Lender became a party to this Agreementwith any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuingconverting to, converting to continuing or maintaining any SOFR Eurodollar Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the definition of “Excluded Taxes”Base Rate, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost. (b) If any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to Notwithstanding the foregoing provisions of this Section 5.3 shall not constitute a waiver 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such Lender’s right to demand event or circumstance, then such compensation, provided that the Borrower Lender shall not be required entitled to compensate a Lender pursuant to compensation from the foregoing provisions of this Section 5.3 Borrower for any increased costs incurred or reductions suffered more than 90 days amount arising prior to the date that which is 60 days before the date on which such Lender notifies the Borrower of the such event giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor circumstance (except that, if the event or circumstance giving rise to such increased costs or reductions compensation is retroactive, then the 90 60-day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction of or any Change change in Law occurring after the later interpretation of any law or regulation or (ii) the Agreement Date compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the date such Lender became a party to this Agreementforce of law), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesRevolving Loans, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; PROVIDED that the Borrowers shall not be required to compensate a Lender pursuant to this SECTION 4.3(A) for any such increased cost in respect of a period occurring more than one hundred eighty (180) days prior to the date that such Lender notifies LS&Co of such Lender's intention to claim compensation therefor unless the circumstances giving rise to such increased cost became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the date such circumstances become applicable. (b) If any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower LS&Co through the Agent, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided ; PROVIDED that the Borrower Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 SECTION 4.3(B) for any increased costs incurred or reductions suffered such increase in respect of a period occurring more than 90 one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and LS&Co of such Lender’s 's intention to claim compensation therefor (except that, if unless the event circumstances giving rise to such increased costs or reductions is retroactiveincrease became applicable retroactively, then the 90 day period referred to above in which case no such time limitation shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of apply so long as such Lender to demand requests compensation within 180 days from the date such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anybecome applicable.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to (a) the introduction after the date hereof of any Change Capital Adequacy Regulation, (b) any change after the date hereof in Law any Capital Adequacy Regulation, (c) any change after the date hereof in respect the interpretation or administration of any Capital Adequacy Regulation occurring by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (d) compliance by the Lender or any corporation or other entity controlling the Lender with any Capital Adequacy Regulation issued after the later of the Agreement Date or the date such Lender became a party to this Agreement that hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loans, credits credits, or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Agent, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower such Lender shall not be required entitled to compensate a Lender pursuant any such amounts to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date extent that such Lender notifies the Borrower of the event giving rise to such increased costs additional cost or reductions reduced amount receivable occurred more than ninety (90) days prior to the date such notice and of such Lender’s intention demand was given to claim compensation therefor (except that, if the event giving rise Borrowers. If any Borrower is required to such increased costs or reductions is retroactive, then the 90 day period referred pay additional amounts to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 5.2, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by the Borrowers which may thereafter accrue, if it shall not at such change in the time be the general policy or practice judgment of such Lender is not otherwise disadvantageous to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyLender.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Term Benchmark Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any 238 239 corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 180 days 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 90 day six-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans Loans, other than as a result of Taxes (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Agent, subject to clause (c) of this Section 5.3), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, shall not at be deemed to be a change in a Requirement of Law under subsection 10.3(a) above and/or a change in a Capital Adequacy Regulation under subsection 10.3(b) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the adoption of or any Change change in Law occurring after or in the later interpretation by any Government Authority of any law or regulation or (ii) the Agreement Date compliance by any Certificate Purchaser with any guideline or request from any central bank or other Government Authority (whether or not having the date force of law), any Certificate Purchaser becomes subject to any Tax, duty or other charge (other than Taxes for which indemnification is provided under Section 10.4) such Lender became a party to this Agreement, that there shall be any increase in the cost (including Taxes) to such Lender any Certificate Purchaser of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Base Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes)Advances, then, subject to clause (c) of this Section 5.37.6, the Borrower Deepwater shall be liable for, and shall from time to time, upon written demand from such Certificate Purchaser (with a copy of such demand to be sent to the AgentCharter Trustee), pay to the Agent Charter Trustee for the account of such LenderCertificate Purchaser, additional amounts as are sufficient equal to compensate such Lender for the amount of such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect (i) the adoption of any Capital Adequacy Regulation occurring after Applicable Law relating to the later adequacy of the Agreement Date Certificate Purchaser's capital, (ii) any change in any such Applicable Law, (iii) any change in the interpretation or administration of any such Applicable Law by any central bank or other Government Authority charged with the date interpretation or administration thereof, or (iv) compliance by the Certificate Purchaser (or its Applicable Office) or any corporation controlling the Certificate Purchaser with any such Lender became a party to this Agreement that Applicable Law, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Certificate Purchaser or any corporation controlling the Certificate Purchaser such that the return on capital of such Certificate Purchaser is reduced as a consequence of such Certificate Purchaser's Commitment or other entity controlling obligations under this Agreement to a level below that which such Lender and Certificate Purchaser could have achieved but for such Lender adoption or change (taking into consideration such Lender’s Certificate Purchaser's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s desired Certificate Purchaser's reasonably expected return on capital) determines that the amount of ), then upon written notice from such capital or liquidity is required Certificate Purchaser to be increased as Deepwater (with a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender copy to the Borrower through the AgentCharter Trustee) Deepwater shall, subject to clause (c) of this Section 5.37.6, the Borrower shall pay to such Lender, from time to time as specified by such Lender, the Certificate Purchaser additional amounts sufficient to compensate such Lender the Certificate Purchaser for such increasereduction in return. (c) Failure A Certificate Purchaser affected by a change as described in subparagraphs (a) or delay on the part of any Lender to demand compensation (b) shall, pursuant to Section 7.6, deliver to Deepwater and the foregoing provisions Charter Trustee as promptly as practicable a certificate setting forth in reasonable detail the amount actually imposed or assessed on payments made under the Certificates in the case of this the occurrence of an event described in Section 5.3 shall not constitute a waiver of 7.2(a) or (b), setting forth in reasonable detail such Lender’s right to demand such compensation, provided that increased amounts or the Borrower shall not be amount required to compensate a Lender pursuant to such Certificate Purchaser for such reduced return and the foregoing provisions of this Section 5.3 basis for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and determination 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyamounts.

Increased Costs and Reduction of Return. (a) If any Lender ---------------------------------------- determines that that, due to either (i) the introduction of or any Change change in Law occurring after the later interpretation of any law or regulation or (ii) the Agreement Date compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the date such Lender became a party to this Agreementforce of law), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesLoans, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of interpretation or administration thereof, or (iv) compliance by the Agreement Date Lender or any corporation or other entity controlling the date such Lender became a party to this Agreement that with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and such Lender (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower ABT through the Agent, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase. . The Agent and Lender agree to give Borrowers ninety (c90) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days notice prior to the date that such Lender notifies amounts would become effective. During such 90-day period Borrowers may terminate the Borrower Agreement with the early termination fee described in Section 4.2 becoming zero irrespective 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof)date terminated. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.-----------

Increased Costs and Reduction of Return. (a) If any Lender determines shall reasonably determine that due either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall 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 pursuant to Section 10.6); (B) subject any Lender to any Change tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in Law occurring after respect thereof (notwithstanding the later of the Agreement Date foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender or the date such Lender became a party to London interbank market any other condition, cost or expense affecting this Agreement, there LIBOR Rate Loans made by such Lender or participation therein, and the result of any of the foregoing shall be any to increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to making or maintaining any SOFR LIBOR Rate Loans Loan (other than or of maintaining its obligation to make any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”such Loan), or to reduce the amount of any sum received by such Lender hereunder (iii) Connection Income Taxeswhether of principal, interest or any other amount), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that (or its Lending Office) or any entity controlling the Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender notifies the Borrower Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, in each case shall not at be deemed to have occurred after the time be date hereof regardless of the general policy date enacted, adopted, promulgated or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (bc) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 270 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such LenderXxxxxx’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 90 270 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after (other than the later imposition of, or a change in rate of, any Indemnified Taxes, Connection Income Taxes or Excluded Tax) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this AgreementClosing Date, there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate LIBOR Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Applicable Agent), pay to the Applicable Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (a) If any Change in Law shall (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to 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 or L/C Issuer; (ii) subject any Recipient to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Tax 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) Connection Income impose on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes)) affecting this Agreement or Loans made by such Lender, L/C Issuer or L/C Issuer, and the result of any of the foregoing shall be to increase the cost to such Lender, L/C Issuer 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, L/C Issuer, 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, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account 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 are sufficient to will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such increased costsadditional costs incurred or reduction suffered. (b) If any Lender or L/C Issuer shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof; or (iv) compliance by such Lender became a party to this Agreement that or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation or other entity controlling such Lender or L/C Issuer and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Applicable Agent, subject to clause (c) of this Section 5.3), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrower shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 subsection 10.3(b) for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (c) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, shall not at be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any the Lender determines that that, due to either (i) the introduction of or any Change change in Law occurring the interpretation of any law or regulation after the later date hereof or (ii) the compliance by the Lender with any guideline or request made after the date hereof from any central bank or other Public Authority (whether or not having the force of law), it being understood that all of the Agreement Date foregoing shall include any regulations issued from time to time by the Board of Governors of the Federal Reserve for determining the maximum reserve requirement (including any emergency, supplemental or the date such Lender became a party other marginal reserve requirement) with respect to this AgreementEurocurrency funding (currently referred to as "Eurocurrency liabilities"), there shall be any increase in the cost (including Taxes) to such the Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesLoans, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall and, within 30 days following demand by the Lender from time to time, upon demand time to the Borrower (with a copy of each such demand to be sent accompanied by a certificate from the Lender (i) setting forth in reasonable detail the amount then payable to the AgentLender pursuant to this clause (a) and (ii) stating that the Lender is generally charging such amounts to other customers similarly situated with the Borrower, which certificate shall be conclusive and binding on the Borrower in the absence of manifest error), the Borrower shall pay to the Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such the Lender for such increased costscost; provided, however, that the Borrower shall not be liable under this clause (a) for any increased cost arising more than 120 days prior to the date a related certificate of the Lender is delivered under this clause (a). (b) If any the Lender shall have determined that due to (i) the introduction after the date hereof of any Change Capital Adequacy Regulation, (ii) any change after the date hereof in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Public Authority charged with the later of interpretation or administration thereof, or (iv) compliance by the Agreement Date Lender or any corporation controlling the date such Lender became a party to this Agreement that with any Capital Adequacy Regulation, affects or would affect the amount of capital capital, reserves, or liquidity special deposits required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.to

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this AgreementClosing Date, (x) there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate Loans or of Issuing or maintaining any Letter of Credit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of written demand therefor (subject to, for the avoidance of doubt, Section 11.8) by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s costs or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines Taxes; provided, that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 11.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the event increased costs and of such Xxxxxx’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand (subject to, for the avoidance of doubt, Section 11.8) of such Lender or L/C Issuer (with a copy to Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 11.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower Representative, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions Section 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender in good faith determines (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto) at any time that due such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans LIBOR Loan (other than any increase increased cost or reduction in cost the amount received or receivable resulting from (i) Indemnified Taxes, (ii) Taxes described the imposition of or a change in clauses (b) through (d) the rate of net income taxes or similar charges or otherwise duplicative of the definition provisions of “Excluded Taxes”Section 3.24) because of any Change in Law, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, upon written demand therefor by such Lender to the Borrower through the Administrative Agent, (such written demand notice to include a statement from the Lender certifying the Lender’s good faith determination of increased costs or reduction of return under this Section 3.11(a), such additional amounts as are sufficient shall be required to compensate such Lender for such increased costscosts or reductions in amounts received or receivable hereunder; provided, that the Borrower shall be under no obligation to compensate such Lender with respect to any period before the date that is 270 days prior to the date on which such Lender makes a claim hereunder if such Lender prior to such date knew or would reasonably be expected to know of the circumstances giving rise to the claim hereunder and the fact that such circumstances would result in the claim hereunder. A written notice as to the additional amounts owed to any Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender (through the Administrative Agent) shall, absent clearly demonstrable error, be final, conclusive and binding on all parties hereto. (b) If any Lender shall have determined in good faith that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that (or its Applicable Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loansLoans, credits or other obligations under this Credit Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time-to-time as specified by such Lender, additional amounts sufficient to compensate upon written demand therefor by such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute Borrower through the Administrative Agent (such written demand notice to include a waiver of statement from the Lender certifying such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions determination of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to under this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.Section

Increased Costs and Reduction of Return. (a) If at any Lender determines that due to any time a Change in Law occurring after the later of the Agreement Date imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets of, deposits with or for account of, or the date such Loan made by the Lender, and as a result the Lender became a party to shall incur increased costs or reductions in the amounts received or receivable under this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or makingits Loan, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”its Commitment, or (iii) Connection Income Taxes)its Note with respect to its Loan, then, subject to clause (c) of this Section 5.3and in any such event, the Borrower shall be liable for, and shall from time promptly pay to timethe Lender, upon demand (with a copy of therefor, such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient shall be required to compensate such the Lender for such increased costscosts or reductions in amounts received or receivable under this Agreement or its Note. (b) If (i) the introduction of any Lender shall have determined that due to Capital Adequacy Regulation, (ii) any Change change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later interpretation or administration thereof (whether or not having the force of law), or (iv) compliance by the Lender (or its Lending Office) or any Person Controlling the Lender with any Capital Adequacy Regulation, has the effect of (A) reducing the rate of return of the Agreement Date Lender or the date such Lender became a party to this Agreement that affects or (B) would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such Person Controlling the Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that if the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loansLoan, credits or obligations under this Agreement, then, promptly upon demand of such the Lender to the Borrower through the Agent, subject to in accordance with clause (c) of this Section 5.3), the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such reduction of return or capital or liquidity increase. (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 2.9. The Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis for determining the amount that the Lender is entitled to receive pursuant to this Section 2.9, which determination shall be conclusive and binding on the Borrower in the absence of manifest error. (d) Failure or delay on the part of any the Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 2.9 shall not constitute a waiver of such the Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Term Lender shall have determined that due to that: (i) the introduction of any Change Capital Adequacy Regulation; (ii) any change in Law any Capital Adequacy Regulation; (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of interpretation or administration thereof; or (iv) compliance by such Term Lender (or its Lending Office) or any entity controlling the Agreement Date or the date such Lender became a party to this Agreement that Term Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Term Lender or any corporation or other entity controlling such Term Lender and such Lender (taking into consideration such Term Lender’s or such corporation’s or other entity’s entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, or if any change of a Requirement of Law subjects a Secured Party to any Taxes (other than Excluded Taxes, Other Taxes, or Taxes imposed on or with respect to a payment by or on behalf of a Borrower hereunder) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities, or capital attributable thereto, then, upon within thirty (30) days of demand of such Term Lender (with a copy to the Borrower through the Term Agent, subject to clause (c) of this Section 5.3), the Borrower Borrowers shall pay to such Term Lender, from time to time as specified by such Term Lender, additional amounts sufficient to compensate such Term Lender (or the entity controlling the Term Lender) for such increase. (c) Failure increase or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensationTaxes; provided, provided that the Borrower Borrowers shall not be required to compensate a any Term Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs amounts incurred or reductions suffered more than 90 180 days prior to the date that such Term Lender notifies the Borrower such Borrower, in writing of the event giving rise to such increased costs or reductions amounts and of such Term Lender’s intention to claim compensation therefor (except thatthereof; provided, further, that if the event giving rise to such increased costs or reductions increase is retroactive, then the 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). . (b) Notwithstanding anything herein to the contrary, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any other provision hereinsuccessor or similar authority) or the United States or foreign regulatory authorities, no Lender shall demand compensation in each case pursuant to this Section 5.3 if it Basel III, shall not at in each case be deemed to be a change in a Requirements of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (a) above, as applicable, regardless of the time be the general policy date enacted, adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that or L/C Issuer shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, (x) there shall be any increase in the cost (including Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than any increase in cost resulting from (iA) Indemnified Taxes, (iiB) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or Taxes and (iiiC) Connection Income Taxes)) on its loans, thenloan principal, subject to clause (c) letters of this Section 5.3credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s costs or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, Taxes; provided that the Borrower shall not be required to compensate a any Lender or L/C Issuer pursuant to the foregoing provisions of this Section 5.3 10.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the event increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s). Notwithstanding , loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided that the Borrower shall not be required to compensate any other provision herein, no Lender shall demand compensation or L/C Issuer pursuant to this Section 5.3 if it shall not at 10.3(b) for any amounts incurred more than 180 days prior to the time be date that such Lender or L/C Issuer notifies the general policy or practice Borrower, in writing of the amounts and of such Lender Lender’s or L/C Issuer’s intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under comparable provisions Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of or any Change change in Law occurring after the later interpretation of any law or regulation or (ii) the Agreement Date compliance by that Lender with any guideline or request from any central bank or other Public Authority (whether or not having the date such Lender became a party to this Agreementforce of law), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR LIBOR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesLoans, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, such additional amounts as are sufficient to compensate such the Lender for such increased costs. (b) If any Lender shall have determined that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Public Authority charged with the later of interpretation or administration thereof, or (iv) compliance by the Agreement Date Lender or any corporation controlling the date such Lender became a party to this Agreement that with any Capital Adequacy Regulation, affects or would affect the amount of capital capital, reserves, or liquidity special deposits required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and such Lender (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital capital, reserves, or liquidity special deposits is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Agent, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.3. (c) Failure or delay on The obligations of the part of any Lender to demand compensation pursuant to the foregoing provisions of Borrowers under this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above 6.3 shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyjoint and several.

Increased Costs and Reduction of Return. (a) If any Term Lender determines that shall determine that, due to either (i) the introduction of, or any Change change in, or in the interpretation of, any Requirement of Law occurring after or (ii) the later compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the Agreement Date case of either clause (i) or (ii) subsequent to the date such Lender became a party to this Agreementhereof, there shall be any increase in the cost (including Taxes) to such Term Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR loans based on the LIBOR Rate Loans (other than any an increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxesoverall rate imposed on taxable income), then, subject to clause (c) of this Section 5.3, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Term Lender (with a copy of such demand to be sent to the Term Agent), pay to the Term Agent for the account of such Term Lender, additional amounts as are sufficient to compensate such Term Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines ; provided, that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a any Term Lender pursuant to the foregoing provisions of this Section 5.3 9.3(a) for any increased costs incurred or reductions suffered more than 90 180 days prior to the date that such Term Lender notifies the Borrower Representative, in writing of the event increased costs and of such Term Lender's intention to claim compensation thereof; provided, further, that if the circumstance 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 90 180-day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding . (b) If any other provision herein, no Lender shall have determined that: (i) the introduction of any Capital Adequacy Regulation; (ii) any change in any Capital Adequacy Regulation; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (iv) compliance by such Term Lender (or its Lending Office) or any entity controlling the Term Lender, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Term Lender or any entity controlling such Term Lender and (taking into consideration such Term Lender's or such entities' policies with respect to capital adequacy and such Term Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its loans, credits or obligations under this Agreement, then, within thirty (30) days of demand compensation of such Term Lender (with a copy to the Term Agent), the Borrowers shall pay to such Term Lender, from time to time as specified by such Term Lender, additional amounts sufficient to compensate such Term Lender (or the entity controlling the Term Lender) for such increase; provided, that the Borrowers shall not be required to compensate any Term Lender pursuant to this Section 5.3 if it shall not at 9.3(b) for any amounts incurred more than 180 days prior to the time be date that such Term Lender notifies the general policy or practice Borrower Representative, in writing of the amounts and of such Lender Term Lender's intention to demand claim compensation thereof; provided, further, that if the event giving rise to such compensation increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar circumstances for similarly situated borrowers authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law under comparable provisions subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of other credit agreementsthe date enacted, if anyadopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines determines, based upon advice from legal counsel, that due to either (i) the introduction of or any Change change in the interpretation of any Requirement of Law occurring after or (ii) the later compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of the Agreement Date or the date such Lender became a party to this Agreementlaw), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesLIBOR Loans, (ii) Taxes described in clauses (b) through (d) of then the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or, alternatively, in the case where the increased costs are material to Borrowers or are in excess of the cost of a Base Rate Loan, the Borrowers may choose to prepay such LIBOR Loan and concurrently with such prepayment, the Borrowers shall borrow from the affected Lender, a Base Rate Loan in the amount of such repayment; provided, however, that no Lender shall be entitled to claim any additional amount hereunder with respect to the period which is more than thirty (30) days prior to the date the Lender actually became aware of such additional amounts; provided, further, that notwithstanding anything to the contrary in this Agreement, the Borrowers shall not be liable for any losses, or be required to reimburse any Lender as set forth in Section 4.4 to the extent a LIBOR Loan has been prepaid in accordance with this Section 4.3(a). (b) If any Lender shall have determined determined, based upon advice from legal counsel, that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon written demand of such Lender to the Borrower Borrowers through the Agent, subject to clause (c) Agent and submission of this Section 5.3reasonable substantiation thereof, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such non-material increase. (c) Failure or delay on the part of ; provided, however, that no Lender shall be entitled to claim any Lender to demand compensation pursuant such additional amount with respect to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered period which is more than 90 thirty (30) days prior to the date that such the Lender notifies the Borrower of the event giving rise to such increased costs or reductions and actually became aware 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyadditional amounts.

Increased Costs and Reduction of Return. (a) If any Lender in good faith determines (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto) at any time that due such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans LIBOR Loan (other than any increase increased cost or reduction in cost the amount received or receivable resulting from (i) Indemnified Taxes, (ii) Taxes described the imposition of or a change in clauses (b) through (d) the rate of net income taxes or similar charges or otherwise duplicative of the definition provisions of “Excluded Taxes”Section 3.24) because of any Change in Law, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, upon written demand therefor by such Lender to the Borrower through the Administrative Agent, (such written demand notice to include a statement from the Lender certifying the Lender’s good faith determination of increased costs or reduction of return under this Section 3.11(a), such additional amounts as are sufficient shall be required to compensate such Lender for such increased costscosts or reductions in amounts received or receivable hereunder; provided, that the Borrower shall be under no obligation to compensate such Lender with respect to any period before the date that is 270 days prior to the date on which such Lender makes a claim hereunder if such Lender prior to such date knew or would reasonably be expected to know of the circumstances giving rise to the claim hereunder and the fact that such circumstances would result in the claim hereunder. A written notice as to the additional amounts owed to any Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender (through the Administrative Agent) shall, absent clearly demonstrable error, be final, conclusive and binding on all parties hereto. (b) If any Lender shall have determined in good faith that due to (i) the introduction of any Change Capital Adequacy Regulation, (ii) any change in Law any Capital Adequacy Regulation, (iii) any change in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of the Agreement Date interpretation or the date administration thereof, or (iv) compliance by such Lender became a party to this Agreement that (or its Applicable Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loansLoans, credits or other obligations under this Credit Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time-to-time as specified by such Lender, upon written demand therefor by such Lender to the Borrower through the Administrative Agent (such written demand notice to include a statement from the Lender certifying such Lender’s determination of increased costs under this Section 3.11(b), which shall be conclusive and binding absent clearly demonstrable error), such additional amounts sufficient to compensate such Lender for such increase; provided, that the Borrower shall be under no obligation to compensate such Lender with respect to any period before the date that is 270 days prior to the date on which such Lender makes a claim hereunder if such Lender prior to such date knew or would reasonably be expected to know of the circumstances giving rise to the claim hereunder and the fact that such circumstances would result in the claim hereunder. (c) Failure or delay on the part of any Lender to demand compensation pursuant Before giving notice to the foregoing provisions of this Borrower through the Administrative Agent under Section 5.3 3.11(a) or 3.11 (b), the affected Lender shall not constitute designate a waiver different Applicable Lending Office with respect to its Loans if such designation (i) will avoid the need for giving such notice or making any demand for compensation under such section and (ii) will not, in the judgment of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred illegal or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise otherwise disadvantageous to such increased costs Lender. (d) Any determination made by Lender in accordance with Sections 3.10(a), 3.10(b), 3.11(a) 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 90 day period referred to above 3.11(b) shall be extended to include the period set forth in a certificate of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice an authorized signatory of such Lender and shall be delivered to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anythe Borrower and the Administrative Agent.

Increased Costs and Reduction of Return. (a) If any Lender determines that (which determination shall be conclusive and binding on Borrowers in the absence of manifest error) that, due to either (i) the introduction of or any Change change (other than any change by way of imposition of or increase in Law occurring after reserve requirements included in the later calculation of the Agreement Date LIBOR) in or in the date such interpretation of any Requirement of Law or regulation or (ii) the compliance by that Lender became a party to this Agreementwith any Requirement of Law, guideline, or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified TaxesLIBOR Loans, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower then Borrowers shall be liable for, and shall from time to time, upon receipt of a written statement and demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that Borrowers shall have the right to defer the initial payment to such Lender for such increased costs until thirty days after such Lender delivers such written statement and demand. Any such notice and demand shall be made within 180 days after the event or circumstance giving rise to such demand and shall be accompanied by a reasonable explanation as to the basis for such demand and a certification by such Lender that the demand on Borrowers is consistent with demands being made on similarly situated borrowers. 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 Lender notifies the Borrower of the change in Requirements of Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor. (b) If any Lender shall have determined (which determination shall be conclusive and binding on Borrowers in the absence of manifest error) that due to (i) the introduction after the Closing Date of any Change Capital Adequacy Regulation, (ii) any change after the Closing Date in Law any Capital Adequacy Regulation, (iii) any change after the Closing Date in respect the interpretation or administration of any Capital Adequacy Regulation occurring after by any central bank or other Governmental Authority charged with the later of interpretation or administration thereof, or (iv) compliance by the Agreement Date Lender (or its Lending Office) or any corporation controlling the date such Lender became a party to this Agreement that with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loansLoans, credits or obligations under this Agreement, then, upon written notice and demand of such Lender to the Borrower Borrowers through the Agent, subject to clause (c) of this Section 5.3, the Borrower Borrowers shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate the Lender for such increase; provided, that Borrowers shall have the right to defer the initial payment to such Lender for such increase. (c) increase until thirty days after such Lender delivers such initial demand. Any such demand shall be made within 180 days after the event or circumstance giving rise to such demand and shall be accompanied by a reasonable explanation as to the basis for such demand and a certification by such Lender that the demand on Borrowers is consistent with demands being made on similarly situated borrowers. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s 's right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered incurred more than 90 180 days prior to the date that such Lender notifies the Borrower of the event change in Requirements of Law giving rise to such increased costs or reductions and of such Lender’s 's intention to claim compensation therefor therefor. (except thatc) Notwithstanding anything herein to the contrary, if the event giving rise to such increased costs Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or reductions is retroactive, then the 90 day period referred to above directives thereunder or issued in connection therewith shall be extended deemed to include be a change in Requirements of Law under Section 4.03(a) and/or a change in a Capital Adequacy Regulation under Section 4.03(b) above, as applicable, regardless of the period of retroactive effect thereof). Notwithstanding any other provision hereindate enacted, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy adopted or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if anyissued.

Increased Costs and Reduction of Return. (a) If any Lender determines that shall determine that, due to any Change in Law occurring either (i) the introduction after the later Closing Date of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request issued after the Closing Date by any central bank or other Governmental Authority (whether or not having the force of the Agreement Date or the date such Lender became a party to this Agreementlaw), there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to funding or maintaining any SOFR Rate IBOR Loans (other than any change by way of imposition of or increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described reserve requirements included in clauses (b) through (d) the calculation of the definition of “Excluded Taxes”, or (iii) Connection Income TaxesIBOR Rate), then, subject to clause (c) of this Section 5.3, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to (i) the introduction after the Closing Date of any Change Capital Adequacy Regulation, (ii) any change after the Closing Date in Law any Capital Adequacy Regulation, (iii) any change after the Closing Date in respect the interpretation or administration of any Capital Adequacy Regulation occurring by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender, with any Capital Adequacy Regulation issued after the later of the Agreement Date or the date such Lender became a party to this Agreement that Closing Date; affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such required capital or liquidity is required to be increased as a consequence of its Term Loan CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3), the Borrower Company shall upon demand pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 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 the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days 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 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.