Common use of Increased Costs, Etc Clause in Contracts

Increased Costs, Etc. (a) Anything herein to the contrary notwithstanding, if any changes in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States or the United Kingdom, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend and other commitments of such type or the payment any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender (other than a change in taxation on the overall net income of such Lender) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or supplemental deposit in respect of any assets or reserve or similar requirements or assessment against assets held byliabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender materially affects the gross amount interests of any sum receivable or deemed received by such Lender, (A) the Bank from Lender concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Applicable Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender’s jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrowers, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofenacted, shall adopted or issued) of any governmental or other authority including any agency of the United States, the European Union or similar monetary or multinational authority insofar as it may be changed or imposed after the Effective Date, shall: (ia) subject the Bank any Agent or Lender to any taxTaxes (other than Indemnified Taxes and Excluded Taxes); or (b) [reserved]; or (c) impose, levymodify or deem applicable any reserve, impost, duty, charge, fee, deduction liquidity or withholding capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any nature with special deposits against or in respect to this Agreement or the payment to the Bank of any amounts due to it hereunderassets or liabilities of, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, then and in each any such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to if such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment increase or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply reduction in the case opinion of any additional costsuch Lender materially affects the interests of such Lender, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to (A) the overall net income, profits or gains Lender concerned shall (through the Administrative Agent) notify the Borrowers of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Lead Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender’s jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrowers of the circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrowers of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. (a) Anything herein Borrower shall reimburse or compensate Lender, upon demand, for all costs incurred, losses suffered or payments made by Lender which are applied or reasonably allocated by Lender to the contrary notwithstandingtransactions contemplated herein (all as determined by Lender in its reasonable discretion) by reason of any and all future reserve, if deposit, capital adequacy or similar requirements against (or against any changes class of or change in present or future applicable law (which term "applicable law," as used in this Agreementthe amount of) assets, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court liabilities or by any governmental commitments of, or other regulatory body or official charged with the administration extensions of credit by, Lender or the adoption of or any change in any requirement of law or in the interpretation or application thereof after the date hereof; and requestscompliance by Lender with any directive, directives, instructions and notices at or requirements from any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other regulatory authority, whether or not having the force of law), law (including without limitation any change according to a prescribed schedule of increasing requirements, whether tax or not known or in effect as of the date hereof, shall (i) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding increased tax of any nature kind whatsoever with respect to this Agreement any Loan Document or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change in the basis or rate of taxation of payments to Lender in respect thereof); provided that notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines or directives under or issued in connection with the Dod▇-▇▇a▇▇ ▇▇▇▇ ▇▇reet Reform and Consumer Protection Act of 2010, all interpretations and applications thereof and any compliance by Lender with any request or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations and applications of, and any compliance by Lender with any request or directive by the Bank of for International Settlements, the principal of Basel Committee on Banking Supervision (or the interest on the Revolving Credit Advances (including Sterling Overdraftsany successor or similar authority) or the Term Loan U.S. or any other amounts payable to the Bank hereunderforeign regulatory authorities shall, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereundercase, the Borrower will upon demand made by the Bank promptly following the Bank's receipt be deemed to be a change in a requirement of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofenacted, regarding capital requirements for banks adopted or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4issued. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend and other commitments of such type or the payment any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender (other than a change in taxation on the overall net income of such Lender) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or supplemental deposit in respect of any assets or reserve or similar requirements or assessment against assets held byliabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender materially affects the gross amount interests of any sum receivable or deemed received by such Lender, (A) the Bank from Lender concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender’s jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrowers, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Fra▇▇ ▇a▇▇ ▇▇▇▇▇▇ Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofenacted, shall adopted or issued) of any governmental or other authority including any agency of the United States, the European Union or similar monetary or multinational authority insofar as it may be changed or imposed after the Effective Date, shall: (ia) subject the Bank any Agent or Lender to any taxTaxes (other than Indemnified Taxes and Excluded Taxes); or (b) [reserved]; or (c) impose, levymodify or deem applicable any reserve, impost, duty, charge, fee, deduction liquidity or withholding capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any nature with special deposits against or in respect to this Agreement or the payment to the Bank of any amounts due to it hereunderassets or liabilities of, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, then and in each any such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to if such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment increase or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply reduction in the case opinion of any additional costsuch Lender materially affects the interests of such Lender, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to (A) the overall net income, profits or gains Lender concerned shall (through the Administrative Agent) notify the Borrowers of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations ▇▇ otherwise disadvantageous to such Lender and (B) the Lead Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender’s jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrowers of the circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrowers of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. Section 4.3.1 The Borrower agrees to reimburse each Lender and each DSR LC Issuer for any increase in the cost to such Lender or such DSR LC Issuer of, or any reduction in the amount of any sum receivable by such Credit Party (whether of principal, interest or any other amount) in respect of, such Credit Party’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, SOFR Loans), or the adoption, effectiveness, interpretation, reinterpretation or phase in after the Closing Date of, (a) Anything herein to the contrary notwithstandingadoption of any law, if rule, treaty or regulation by any changes Governmental Authority, (b) any change in present law, rule, treaty or future applicable law (which term "applicable law," as used regulation or in this Agreement, includes statutes and rules and regulations thereunder and interpretations the interpretation or application thereof by any competent court Governmental Authority or (c) compliance by any governmental Lender or other regulatory body DSR LC Issuer with any written directive, guideline, decision or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, request (whether or not having the force of law) of any Governmental Authority (which shall be deemed to include, for the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofadopted, shall issued, promulgated or implemented) (ieach, a “Change in Law”), that (A) subject imposes, modifies or deems applicable any reserves (including pursuant to regulations issued from time to time by the Bank to Federal Reserve Board for determining the maximum reserve requirement (including any taxemergency, levyspecial, impost, duty, charge, fee, deduction supplemental or withholding of any nature other marginal reserve requirement) with respect to this Agreement or the payment eurocurrency funding (currently referred to the Bank of any amounts due to it hereunderas “Eurocurrency liabilities” in Regulation D)), or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunderspecial deposit, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve compulsory loan, insurance charge or similar requirements or assessment requirement against assets held byof, or deposits in with or for the account of, or credit extended or participated by any liabilities ofLender or DSR LC Issuer, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) subjects any Lender, the Administrative Agent, or any DSR LC Issuer to reduce the amount of any Taxes on its Loans, Loan principal, interest DSR Letters of Credit, Commitments, or other amount payable to obligations under the Bank hereunderLoan Documents, or its deposits, reserves, other liabilities or capital attributable thereto or (C) to require the Bank to make imposes on any payment Lender or to forego any interest DSR LC Issuer any other condition, cost or expense (other sum payable hereunder, the amount of which payment than Taxes) affecting this Agreement or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand Loans made by the Bank promptly following the Bank's receipt such Lender or any DSR Letter of notice pertaining to such matters accompanied by calculations thereof in reasonable detailCredit or participation therein, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional costother than, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional costclause (B), reduction(x) Non-Excluded Taxes, payment or foregone interest or other sum resulting from any taxes charged upon or which are governed by reference to the overall net incomeSection 4.6, profits or gains of the Bank. (y) Taxes that are described in clauses (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request through (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as d) of the date hereofdefinition of “Excluded Taxes” and (z) Connection Income Taxes. Each affected Credit Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, regarding capital requirements stating the reasons therefor and the additional amount required fully to compensate such Credit Party for banks such increased cost or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance reduced amount. Such additional amounts shall be payable by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree directly to such adjustment Credit Party within thirty ten (3010) days of the day on which the Borrower receives its receipt of such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willand such notice shall, in the Bank's reasonable determinationabsence of manifest error, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon on the Borrower, . Section 4.3.2 A certificate of an officer of a Lender or a DSR LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such DSR LC Issuer as specified in this Section 4.3 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower mayshall pay such Lender or such DSR LC Issuer, as applicable, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Section 4.3.3 Promptly after any Lender or any DSR LC Issuer has determined that it will make a request for increased compensation pursuant to this Section 4.3, such 90-day period, refinance Lender or such DSR LC Issuer shall notify the Bank Obligations without premium Borrower thereof. Failure or penalty but subject to payment delay on the part of any amounts due under Section 4.4. (c) In determining the additional amounts payable under Lender or any DSR LC Issuer to demand compensation pursuant to this Section 2.11, shall not constitute a waiver of such Lender’s or such DSR LC Issuer’s right to demand such compensation; provided that the Bank may use Borrower shall not be required to compensate a Lender or any reasonable method of averaging, allocating DSR LC Issuer pursuant to this Section 4.3 for any increased costs or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and reductions incurred more than nine (9) months prior to the extent date that such Lender or DSR LC Issuer, as applicable, notifies the additional amounts payable hereunder are not already reflected in the calculation Borrower of the Reserve RequirementChange in Law giving rise to such increased costs or reductions and of such Lender’s or such DSR LC Issuer’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 9-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States or the United Kingdom, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend and other commitments of such type or the payment any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction WEIL:\98779116\4\64945.0060 or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender (other than a change in taxation on the overall net income of such Lender) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or supplemental deposit in respect of any assets or reserve or similar requirements or assessment against assets held byliabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender materially affects the gross amount interests of any sum receivable or deemed received by such Lender, (A) the Bank from Lender concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Applicable Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bankeffectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender's original notice standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender's jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender's intention to be conclusive and binding upon the Borrower, absent manifest errorclaim compensation therefor. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.WEIL:\98779116\4\64945.0060

Increased Costs, Etc. (a) Anything herein to the contrary notwithstandingIf a change in any applicable treaty, if any changes law, regulation or regulatory requirement or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender Party with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender Party to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend or to issue or participate in Letters of Credit and other commitments of such type or the payment issuance or maintenance of participations in Letters or Credit (or similar contingent obligations) or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing NYDOCS02/934719.8 31 authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender Party (other than a change in taxation on the overall net income of such Lender Party) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any special or supplemental deposit or reserve or similar capital adequacy requirements (other than the reserve costs described in Section 3.7) or assessment other banking or monetary controls or requirements which affect the manner in which a Lender Party shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or in respect of any assets held byor liabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender Party (provided that such Lender Party shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender Party any other condition affecting its commitment to lend or requirement with respect to this Agreement issue or any Revolving participate in Letters of Credit Advance (including Sterling Overdrafts) or the Term Loanhereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender Party of making, funding making Advances or of issuing or participating in Letters of Credit or maintaining all its Commitment or the Mandatory Cost (as calculated in accordance with Schedule 1.01) or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender Party or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender Party to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender Party hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender Party materially affects the gross amount interests of any sum receivable or deemed received by such Lender Party, (A) the Bank from Lender Party concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender Party, evidenced be otherwise disadvantageous to such Lender Party and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender Party such amount as is necessary to compensate such Lender Party for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment, or, if applicable, the portion of such cost that is not represented by calculations the Mandatory Cost. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost or Mandatory Cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender Party’s jurisdiction of organization or in the relevant jurisdiction in which such Lender Party does business. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs, Mandatory Costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs, Mandatory Costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and six months prior to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.date

Increased Costs, Etc. Section 4.3.1 The Borrower agrees to reimburse each Lender and each DSR LC Issuer for any increase in the cost to such Lender or such DSR LC Issuer of, or any reduction in the amount of any sum receivable by such Credit Party (whether of principal, interest or any other amount) in respect of, such Credit Party’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, SOFR Loans), or the adoption, effectiveness, interpretation, reinterpretation or phase in after the Closing Date of, (a) Anything herein to the contrary notwithstandingadoption of any law, if rule, treaty or regulation by any changes Governmental Authority, (b) any change in present law, rule, treaty or future applicable law (which term "applicable law," as used regulation or in this Agreement, includes statutes and rules and regulations thereunder and interpretations the interpretation or application thereof by any competent court Governmental Authority or (c) compliance by any governmental Lender or other regulatory body DSR LC Issuer with any written directive, guideline, decision or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, request (whether or not having the force of law) of any Governmental Authority (which shall be deemed to include, for the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofadopted, shall issued, promulgated or implemented) (ieach, a “Change in Law”), that (A) subject imposes, modifies or deems applicable any reserves (including pursuant to regulations issued from time to time by the Bank to Federal Reserve Board for determining the maximum reserve requirement (including any taxemergency, levyspecial, impost, duty, charge, fee, deduction supplemental or withholding of any nature other marginal reserve requirement) with respect to this Agreement or the payment eurocurrency funding (currently referred to the Bank of any amounts due to it hereunderas “Eurocurrency liabilities” in Regulation D)), or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunderspecial deposit, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve compulsory loan, insurance charge or similar requirements or assessment requirement against assets held byof, or deposits in with or for the account of, or credit extended or participated by any liabilities ofLender or DSR LC Issuer, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) subjects any Lender, the Administrative Agent, or any DSR LC Issuer to reduce the amount of any Taxes on its Loans, Loan principal, interest DSR Letters of Credit, Commitments, or other amount payable to obligations under the Bank hereunderLoan Documents, or its deposits, reserves, other liabilities or capital attributable thereto or (C) to require the Bank to make imposes on any payment Lender or to forego any interest DSR LC Issuer any other condition, cost or expense (other sum payable hereunder, the amount of which payment than Taxes) affecting this Agreement or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand Loans made by the Bank promptly following the Bank's receipt such Lender or any DSR Letter of notice pertaining to such matters accompanied by calculations thereof in reasonable detailCredit or participation therein, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional costother than, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional costclause (B), reduction(w) Non-Excluded Taxes, payment or foregone interest or other sum resulting from any taxes charged upon or which are governed by reference Section 4.6, (x) to the overall net incomeextent not otherwise described in clause (w), profits or gains of the Bank. Other Taxes, (y) Taxes that are described in clauses (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request through (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as d) of the date hereofdefinition of “Non-Excluded Taxes” and (z) Connection Income Taxes. Each affected Credit Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, regarding capital requirements stating the reasons therefor and the additional amount required fully to compensate such Credit Party for banks such increased cost or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance reduced amount. Such additional amounts shall be payable by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree directly to such adjustment Credit Party within thirty ten (3010) days of the day on which the Borrower receives its receipt of such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willand such notice shall, in the Bank's reasonable determinationabsence of manifest error, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon on the Borrower, . Section 4.3.2 A certificate of an officer of a Lender or a DSR LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such DSR LC Issuer as specified in this Section 4.3 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower mayshall pay such Lender or such DSR LC Issuer, as applicable, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Section 4.3.3 Promptly after any Lender or any DSR LC Issuer has determined that it will make a request for increased compensation pursuant to this Section 4.3, such 90Lender or such DSR LC Issuer shall notify the Borrower thereof. Failure or delay on the part of any Lender or any DSR LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such DSR LC Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or any DSR LC Issuer pursuant to this Section 4.3 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the date that such Lender or DSR LC Issuer, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such DSR LC Issuer’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period, refinance period referred to above shall be extended to include the Bank Obligations without premium or penalty but subject to payment period of any amounts due under Section 4.4retroactive effect thereof. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. (a) Anything herein to the contrary notwithstandingIf a change in any applicable treaty, if any changes law, regulation or regulatory requirement or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender Party with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law)) of any governmental or other authority including, including without limitation limitation, any change according to a prescribed schedule agency of increasing requirements, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender Party to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend or to issue or participate in Letters of Credit and other commitments of such type or the payment issuance or maintenance of participations in Letters or Credit (or similar contingent obligations) or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender Party (other than a change in taxation on the overall net income of such Lender Party) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any special or supplemental deposit or reserve or similar capital adequacy requirements (other than the reserve costs described in Section 3.7) or assessment other banking or monetary controls or requirements which affect the manner in which a Lender Party shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or in respect of any assets held byor liabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender Party (provided that such Lender Party shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender Party any other condition affecting its commitment to lend or requirement with respect to this Agreement issue or any Revolving participate in Letters of Credit Advance (including Sterling Overdrafts) or the Term Loanhereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender Party of making, funding making Advances or of issuing or participating in Letters of Credit or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender Party or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender Party to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender Party hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender Party materially affects the gross amount interests of any sum receivable or deemed received by such Lender Party, (A) the Bank from Lender Party concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender Party, evidenced by calculations be otherwise disadvantageous to such Lender Party and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender Party such amount as is necessary to compensate such Lender Party for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender Party’s jurisdiction of organization or in the relevant jurisdiction in which such Lender Party does business. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender Party notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender Party’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. (a) Anything herein to the contrary notwithstanding, if any changes in present or future applicable law (which term "applicable law," as used in this AgreementSection 2.9, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, regulatory, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower Borrowers, jointly and severally, will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the BorrowerBorrowers. The Borrower Borrowers and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.such

Increased Costs, Etc. Section 4.3.1 The Borrower agrees to reimburse each Lender and each DSR LC Issuer for any increase in the cost to such Lender or such DSR LC Issuer of, or any reduction in the amount of any sum receivable by such Credit Party (whether of principal, interest or any other amount) in respect of, such Credit Party’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, SOFR Loans), or the adoption, effectiveness, interpretation, reinterpretation or phase in after the Closing Date of, (a) Anything herein to the contrary notwithstandingadoption of any law, if rule, treaty or regulation by any changes Governmental Authority, (b) any change in present law, rule, treaty or future applicable law (which term "applicable law," as used regulation or in this Agreement, includes statutes and rules and regulations thereunder and interpretations the interpretation or application thereof by any competent court Governmental Authority or (c) compliance by any governmental Lender or other regulatory body DSR LC Issuer with any written directive, guideline, decision or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, request (whether or not having the force of law) of any Governmental Authority (which shall be deemed to include, for the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofadopted, shall issued, promulgated or implemented) (ieach, a “Change in Law”), that (A) subject imposes, modifies or deems applicable any reserves (including pursuant to regulations issued from time to time by the Bank to Federal Reserve Board for determining the maximum reserve requirement (including any taxemergency, levyspecial, impost, duty, charge, fee, deduction supplemental or withholding of any nature other marginal reserve requirement) with respect to this Agreement or the payment eurocurrency funding (currently referred to the Bank of any amounts due to it hereunderas “Eurocurrency liabilities” in Regulation D)), or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunderspecial deposit, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve compulsory loan, insurance charge or similar requirements or assessment requirement against assets held byof, or deposits in with or for the account of, or credit extended or participated by any liabilities ofLender or DSR LC Issuer, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) subjects any Lender, the Administrative Agent, or any DSR LC Issuer to reduce the amount of any Taxes on its Loans, Loan principal, interest DSR Letters of Credit, Commitments, or other amount payable to obligations under the Bank hereunderLoan Documents, or its deposits, reserves, other liabilities or capital attributable thereto or (C) to require the Bank to make imposes on any payment Lender or to forego any interest DSR LC Issuer any other condition, cost or expense (other sum payable hereunder, the amount of which payment than Taxes) affecting this Agreement or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand Loans made by the Bank promptly following the Bank's receipt such Lender or any DSR Letter of notice pertaining to such matters accompanied by calculations thereof in reasonable detailCredit or participation therein, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional costother than, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional costclause (B), reduction(w) Non-Excluded Taxes, payment or foregone interest or other sum resulting from any taxes charged upon or which are governed by reference Section 4.6, (x) to the overall net incomeextent not otherwise described in clause (w), profits or gains of the Bank. Other Taxes, (y) Taxes that are described in clauses (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request through (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as d) of the date hereofdefinition of “Non-Excluded Taxes” and (z) Connection Income Taxes. Each affected Credit Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, regarding capital requirements stating the reasons therefor and the additional amount required fully to compensate such Credit Party for banks such increased cost or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance reduced amount. Such additional amounts shall be payable by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree directly to such adjustment Credit Party within thirty ten (3010) days of the day on which the Borrower receives its receipt of such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willand such notice shall, in the Bank's reasonable determinationabsence of manifest error, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon on the Borrower, . Section 4.3.2 A certificate of an officer of a Lender or a DSR LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such DSR LC Issuer as specified in this Section 4.3 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower mayshall pay such Lender or such DSR LC Issuer, as applicable, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Section 4.3.3 Promptly after any Lender or any DSR LC Issuer has determined that it will make a request for increased compensation pursuant to this Section 4.3, such 90Lender or such DSR LC Issuer shall notify the Borrower thereof. Failure or delay on the part of any Lender or any DSR LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such DSR LC Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or any DSR LC Issuer pursuant to this Section 4.3 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the date that such Lender or DSR LC Issuer, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such DSR LC Issuer’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period, refinance period referred to above shall be extended to include the Bank Obligations without premium or penalty but subject to payment period of any amounts due under Section 4.4retroactive effect thereof. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. (a) Anything herein to the contrary notwithstanding, if any changes in present or future applicable law (which term "applicable law," ", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank Banks by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subject the any Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank Banks of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan Loans or any other amounts payable to the Bank Banks hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the any Bank in respect of the transactions contemplated herein, or (iv) impose on the any Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the any Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunderLoans, or (B) to reduce the amount of principal, interest or other amount payable to the any Bank hereunder, or (C) to require the any Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower Borrowers, jointly and severally, hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the such Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the such Bank such additional amounts as will be sufficient to compensate the such Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the any Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including including, without limitation limitation, any change according to a prescribed schedule of increasing requirements, whether now existing or not known or hereafter in effect as of the date hereofeffect, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan Loans hereunder, which has or would have the effect of reducing the return on the such Bank's capital to a level below that which the such Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the such Bank to be material, the such Bank shall promptly after its determination of such occurrence give notice thereof to the BorrowerBorrowers. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for In such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day event, commencing on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder to such Bank shall increase by an amount which will, in such Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrowers, compensate the Bank for such reduction, the Bank's determination of such amount to be conclusive and binding upon the BorrowerLoan Parties, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) In determining the additional amounts payable under this Section 2.11such amount, the Bank may use any reasonable method methods of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums reduction among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirementcustomers.

Increased Costs, Etc. Section 4.3.1 Each Borrower agrees to reimburse each Lender and each DSR LC Issuer for any increase in the cost to such Lender or such DSR LC Issuer of, or any reduction in the amount of any sum receivable by such Credit Party (whether of principal, interest or any other amount) in respect of, such Credit Party’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, SOFR Loans), or the adoption, effectiveness, interpretation, reinterpretation or phase in after the Closing Date of, (a) Anything herein to the contrary notwithstandingadoption of any law, if rule, treaty or regulation by any changes Governmental Authority, (b) any change in present law, rule, treaty or future applicable law (which term "applicable law," as used regulation or in this Agreement, includes statutes and rules and regulations thereunder and interpretations the interpretation or application thereof by any competent court Governmental Authority or (c) compliance by any governmental Lender or other regulatory body DSR LC Issuer with any written directive, guideline, decision or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, request (whether or not having the force of law) of any Governmental Authority (which shall be deemed to include, for the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the ▇▇▇▇- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofadopted, shall issued, promulgated or implemented) (ieach, a “Change in Law”), that (A) subject imposes, modifies or deems applicable any reserves (including pursuant to regulations issued from time to time by the Bank to Federal Reserve Board for determining the maximum reserve requirement (including any taxemergency, levyspecial, impost, duty, charge, fee, deduction supplemental or withholding of any nature other marginal reserve requirement) with respect to this Agreement or the payment eurocurrency funding (currently referred to the Bank of any amounts due to it hereunderas “Eurocurrency liabilities” in Regulation D)), or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunderspecial deposit, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve compulsory loan, insurance charge or similar requirements or assessment requirement against assets held byof, or deposits in with or for the account of, or credit extended or participated by any liabilities ofLender or DSR LC Issuer, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) subjects any Lender, the Administrative Agent, or any DSR LC Issuer to reduce the amount of any Taxes on its Loans, Loan principal, interest DSR Letters of Credit, Commitments, or other amount payable to obligations under the Bank hereunderLoan Documents, or its deposits, reserves, other liabilities or capital attributable thereto or (C) to require the Bank to make imposes on any payment Lender or to forego any interest DSR LC Issuer any other condition, cost or expense (other sum payable hereunder, the amount of which payment than Taxes) affecting this Agreement or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand Loans made by the Bank promptly following the Bank's receipt such Lender or any DSR Letter of notice pertaining to such matters accompanied by calculations thereof in reasonable detailCredit or participation therein, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional costother than, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional costclause (B), reduction(w) Non-Excluded Taxes, payment or foregone interest or other sum resulting from any taxes charged upon or which are governed by reference Section 4.6, (x) to the overall net incomeextent not otherwise described in clause (w), profits or gains of the Bank. Other Taxes, (y) Taxes that are described in clauses (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request through (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as d) of the date hereofdefinition of “Non- Excluded Taxes” and (z) Connection Income Taxes. Each affected Credit Party shall promptly notify the Administrative Agent and each Borrower in writing of the occurrence of any such event, regarding capital requirements stating the reasons therefor and the additional amount required fully to compensate such Credit Party for banks such increased cost or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance reduced amount. Such additional amounts shall be payable by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree Borrowers directly to such adjustment Credit Party within thirty ten (3010) days of the day on which the Borrower receives its receipt of such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willand such notice shall, in the Bank's reasonable determinationabsence of manifest error, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Bank's determination of such amount to be conclusive and binding upon on the Borrower, Borrowers. Section 4.3.2 A certificate of an officer of a Lender or a DSR LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such DSR LC Issuer as specified in this Section 4.3 shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such DSR LC Issuer, as applicable, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Section 4.3.3 Promptly after any Lender or any DSR LC Issuer has determined that it will make a request for increased compensation pursuant to this Section 4.3, such Lender or such DSR LC Issuer shall notify each Borrower maythereof. Failure or delay on the part of any Lender or any DSR LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such DSR LC Issuer’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender or any DSR LC Issuer pursuant to this Section 4.3 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the date that such Lender or DSR LC Issuer, within as applicable, notifies such 90Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such DSR LC Issuer’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period, refinance period referred to above shall be extended to include the Bank Obligations without premium or penalty but subject to payment period of any amounts due under Section 4.4retroactive effect thereof. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender Party with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States or the United Kingdom, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender Party to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend or to issue or participate in Letters of Credit and other commitments of such type or the payment issuance or maintenance of participations in Letters of Credit (or similar contingent obligations) or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender Party (other than a change in taxation on the overall net income of such Lender Party) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender Party shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or supplemental deposit in respect of any assets or reserve or similar requirements or assessment against assets held byliabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender Party (provided that such Lender Party shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender Party any other condition affecting its commitment to lend or requirement with respect to this Agreement issue or any Revolving participate in Letters of Credit Advance (including Sterling Overdrafts) or the Term Loanhereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender Party of making, funding making Advances or of issuing or participating in Letters of Credit or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender Party or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender Party to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender Party hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender Party materially affects the gross amount interests of any sum receivable or deemed received by such Lender Party, (A) the Bank from Lender Party concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Applicable Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender Party, evidenced by calculations be otherwise disadvantageous to such Lender Party and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender Party such amount as is necessary to compensate such Lender Party for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender Party’s jurisdiction of organization or in the relevant jurisdiction in which such Lender Party does business. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender Party notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender Party’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States or the United Kingdom, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend and other commitments of such type or the payment any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender (other than a change in taxation on the overall net income of such Lender) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or supplemental deposit in respect of any assets or reserve or similar requirements or assessment against assets held byliabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender materially affects the gross amount interests of any sum receivable or deemed received by such Lender, (A) the Bank from Lender concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Applicable Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender’s jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrowers, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or 72 any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as regardless of the date hereofenacted, shall adopted or issued) of any governmental or other authority including any agency of the United States, the European Union or similar monetary or multinational authority insofar as it may be changed or imposed after the Effective Date, shall: (ia) subject the Bank any Agent or Lender to any taxTaxes (other than Indemnified Taxes and Excluded Taxes); or (b) [reserved]; or (c) impose, levymodify or deem applicable any reserve, impost, duty, charge, fee, deduction liquidity or withholding capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any nature with special deposits against or in respect to this Agreement or the payment to the Bank of any amounts due to it hereunderassets or liabilities of, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, then and in each any such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to if such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment increase or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply reduction in the case opinion of any additional costsuch Lender materially affects the interests of such Lender, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to (A) the overall net income, profits or gains Lender concerned shall (through the Administrative Agent) notify the Borrowers of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Lead Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender’s jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrowers of the circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrowers of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. (a) Anything herein here in to the contrary notwithstanding, if any changes in present or future applicable law (which term "applicable law," ", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank Banks by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subject the any Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank Banks of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan Loans or any other amounts payable to the Bank Banks hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the any Bank in respect of the transactions contemplated herein, or (iv) impose on the any Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the any Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunderLoans, or (B) to reduce the amount of principal, interest or other amount payable to the any Bank hereunder, or (C) to require the any Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the such Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the such Bank such additional amounts as will be sufficient to compensate the such Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. (b) Anything herein to the contrary notwithstanding, if, after the date hereof, the any Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law), including including, without limitation limitation, any change according to a prescribed schedule of increasing requirements, whether now existing or not known or hereafter in effect as of the date hereofeffect, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan Loans hereunder, which has or would have the effect of reducing the return on the such Bank's capital to a level below that which the such Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the such Bank to be material, the such Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for In such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day event, commencing on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder to such Bank shall increase by an amount which will, in such Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrower, compensate the Bank for such reduction, the Bank's determination of such amount to be conclusive and binding upon the BorrowerLoan Parties, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) In determining the additional amounts payable under this Section 2.11such amount, the Bank may use any reasonable method methods of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums reduction among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirementcustomers.

Increased Costs, Etc. (a) Anything herein The Borrower agrees to reimburse each Lender for any increase in the contrary notwithstanding, if any changes in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time cost to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable to the Bank hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account such Lender of, or any liabilities of, or loans by an office of reduction in the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable by such Lender in respect of, making, continuing or deemed received by maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans (including but not limited to any imposition or effectiveness of reserve requirements not already included in the Bank LIBO Rate Reserve Percentage but excluding increases in Taxes and taxes expressly excluded from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay Taxes pursuant to the Bank such additional amounts first sentence of Section 4.6, as will be sufficient to compensate which the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence Section 4.6 shall not apply control) that arise in connection with any change in, or the case of introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in, after the Effective Date, of, any additional costlaw or regulation, reductiondirective, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net incomeguideline, profits or gains of the Bank.decision (b) Anything herein to If at any time the contrary notwithstanding, if, after the date hereof, the Bank shall have determined that introduction or effectiveness of or any present or future change in any applicable law, rule, regulation, guideline, directive rule or request regulation (whether or not having force of law), including without limitation any change according those announced or published prior to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereofof this Agreement), regarding capital requirements for banks or bank holding companies generally, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency authority charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive issued by any such authority (whether or not having the Bank with force of law) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued, or participated in, by any Issuer or Lender, or (ii) impose on any Issuer or Lender any other conditions affecting this Agreement or any Letter of Credit; and the result of any of the foregoingforegoing is to increase the cost to any Issuer or Lender of issuing, either imposes a requirement upon the Bank to allocate additional capital resources maintaining or increases the Bank's requirement to allocate capital resources or the Bank's commitment to makeparticipating in any Letter of Credit, or to reduce the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) amount of any sum received or the Term Loan hereunder, which has receivable by any Issuer or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies Lender hereunder with respect to capital adequacy and assuming full utilization Letters of the Bank's capital) but for such applicabilityCredit, changethen, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) ten days of the day on receipt of the notice referred to below (which notice shall be given by the respective Issuer or Lender promptly after it determines such increased cost or reduction is applicable to Letters of Credit or its participation therein) to the Borrower receives by the respective Issuer or Lender (a copy of which notice shall be sent by such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished Issuer or Lender to the Borrower, compensate the Bank for such reduction with effect from the date of the Bank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or complianceAgent), the Bank's determination Borrower shall pay to such Issuer or Lender such additional amount or amounts as will compensate such Issuer or Lender for such increased cost or reduction. A notice submitted to the Borrower by such Issuer or Lender, setting forth the basis for the calculation of such additional amount or amounts necessary to compensate such Issuer or Lender as aforesaid shall be conclusive and binding upon on the Borrower, Borrower absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States or the United Kingdom, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend and other commitments of such type or the payment any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender (other than a change in taxation on the overall net income of such Lender) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or supplemental deposit in respect of any assets or reserve or similar requirements or assessment against assets held byliabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, 932 and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender materially affects the gross amount interests of any sum receivable or deemed received by such Lender, (A) the Bank from Lender concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Applicable Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender’’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender’’s jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender’’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender’’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. (a) Anything herein to the contrary notwithstandingIf a change in any applicable treaty, if any changes law, regulation or regulatory requirement or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender Party with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law)) of any governmental or other authority including, including without limitation limitation, any change according to a prescribed schedule agency of increasing requirements, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender Party to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend or to issue or participate in Letters of Credit and other commitments of such type or the payment issuance or maintenance of participations in Letters or Credit (or similar contingent obligations) or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender Party (other than a change in taxation on the overall net income of such Lender Party) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any special or supplemental deposit or reserve or similar capital adequacy requirements (other than the reserve costs described in Section 3.7) or assessment other banking or monetary controls or requirements which affect the manner in which a Lender Party shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or in respect of any assets held byor liabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender Party (provided that such Lender Party shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender Party any other condition affecting its commitment to lend or requirement with respect to this Agreement issue or any Revolving participate in Letters of Credit Advance (including Sterling Overdrafts) or the Term Loanhereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender Party of making, funding making Advances or of issuing or participating in Letters of Credit or maintaining all its Commitment or the Mandatory Cost (as calculated in accordance with Schedule 1.01) or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender Party or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender Party to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender Party hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender Party materially affects the gross amount interests of any sum receivable or deemed received by such Lender Party, (A) the Bank from Lender Party concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender Party, evidenced be otherwise disadvantageous to such Lender Party and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender Party such amount as is necessary to compensate such Lender Party for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment, or, if applicable, the portion of such cost that is not represented by calculations the Mandatory Cost. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost or Mandatory Cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender Party’s jurisdiction of organization or in the relevant jurisdiction in which such Lender Party does business. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs, Mandatory Costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs, Mandatory Costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender Party notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender Party’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any 5133 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01 NYCSR03A - MSW changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States or the United Kingdom, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend and other commitments of such type or the payment any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender (other than a change in taxation on the overall net income of such Lender) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section 3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or supplemental deposit in respect of any assets or reserve or similar requirements or assessment against assets held byliabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender (provided that such Lender shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender any other condition or requirement with respect affecting its commitment to this Agreement or any Revolving Credit Advance (including Sterling Overdrafts) or the Term Loanlend hereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender of making, funding making Advances or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender materially affects the gross amount interests of any sum receivable or deemed received by such Lender, (A) the Bank from Lender concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Applicable Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender, evidenced by calculations be otherwise disadvantageous to such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bankeffectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender's original notice standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general 5134 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01 NYCSR03A - MSW application to the commercial banking industry in such Lender's jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. 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 three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender's intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.

Increased Costs, Etc. If a change in any applicable treaty, law, regulation or regulatory requirement (aincluding by introduction or adoption of any new treaty, law, regulation or regulatory requirement) Anything herein to the contrary notwithstanding, if any changes or in present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued in its application to the Bank Borrower, or if compliance by any central bank Lender Party with any applicable direction, request, requirement or other fiscal, monetary or other authority, guideline (whether or not having the force of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy issued in connection with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act 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 pursuant to Basel III, and in each case for both clauses (i) and (ii), including regardless of the date enacted, adopted or issued) of any governmental or other authority including, without limitation limitation, any change according to a prescribed schedule agency of increasing requirementsthe United States, whether the European Union or not known similar monetary or in effect multinational authority insofar as of it may be changed or imposed after the date hereof, shall shall: (ia) subject the Bank any Lender Party to any taxtaxes, levylevies, impostduties, dutycharges, chargefees, fee, deduction deductions or withholding withholdings of any nature with respect to this Agreement its commitment to lend or to issue or participate in Letters of Credit and other commitments of such type or the payment issuance or maintenance of participations in Letters or Credit (or similar contingent obligations) or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the Bank of any amounts due to it hereunderextent such taxes are described in Section 3.6, or withholding taxes); or (iib) materially change the basis of taxation to any Lender Party (other than a change in taxation on the overall net income of such Lender Party) of payments to the Bank of the principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan or any other amounts payable payment due or to the Bank hereunderbecome due pursuant to this Agreement; or (c) impose, modify or (iii) impose or increase or render deem applicable any special or supplemental deposit or reserve or similar capital adequacy requirements (other than the reserve costs described in Section 3.7) or assessment other banking or monetary controls or requirements which affect the manner in which a Lender Party shall allocate its capital resources to its obligations hereunder or require the making of any special deposits against or in respect of any assets held byor liabilities of, or deposits in with or for the account of, or loans by, any liabilities ofLender Party (provided that such Lender Party shall, or loans unless prohibited by an office law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of the Bank in respect allocation of the transactions contemplated herein, or its capital resources); or (ivd) impose on the Bank any Lender Party any other condition affecting its commitment to lend or requirement with respect to this Agreement issue or any Revolving participate in Letters of Credit Advance (including Sterling Overdrafts) or the Term Loanhereunder, and the result of any of the foregoing is either (Ai) to increase the cost to the Bank such Lender Party of making, funding making Advances or of issuing or participating in Letters of Credit or maintaining all its Commitment or any part of the Revolving Credit Advances thereof, (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (Bii) to reduce the amount of principal, interest any payment received by such Lender Party or other amount payable to the Bank hereunder, its effective return hereunder or on its capital or (Ciii) to require the Bank cause such Lender Party to make any payment or to forego any interest return based on any amount received or other sum payable receivable by such Lender Party hereunder, then and in any such case if such increase or reduction in the amount opinion of which payment or foregone interest or other sum is calculated by reference to such Lender Party materially affects the gross amount interests of any sum receivable or deemed received by such Lender Party, (A) the Bank from Lender Party concerned shall (through the Administrative Agent) notify the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the overall net income, profits or gains of the Bank. occurrence of such event and use reasonable efforts (bconsistent with its internal policy and legal and regulatory restrictions) Anything herein to designate a different Lending Office if the contrary notwithstanding, if, after making of such a designation would avoid the date hereof, the Bank shall have determined that any present or future applicable effects of such law, rule, regulation, guideline, directive regulation or request (whether or not having force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, regulatory requirement or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any of the foregoing, either imposes a requirement upon the Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to make, or to the Bank's maintenance of, the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan hereunder, which has or and would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower. The Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Borrower and the Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower receives such notice, the Bank shall notify the Borrower that the fees payable hereunder shall increase at the end of 90 days by an amount which willnot, in the Bank's reasonable determinationjudgment of such Lender Party, evidenced by calculations be otherwise disadvantageous to such Lender Party and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender Party such amount as is necessary to compensate such Lender Party for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail furnished the event leading to such additional cost, together with the Borrower, compensate the Bank for such reduction with effect from the approximate date of the Bank's original notice effectiveness thereof, (ii) set forth the amount of such additional cost , (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender Party’s jurisdiction of organization or in the relevant jurisdiction in which such Lender Party does business. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not earlier more than six months prior to the effective date that such Lender Party notifies the Borrower of any the circumstance giving rise to such applicability, change, interpretation, administration cost or compliance), the Bank's determination reductions and of such amount Lender Party’s intention to be conclusive and binding upon the Borrower, absent manifest error. The Borrower may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4claim compensation therefor. (c) In determining the additional amounts payable under this Section 2.11, the Bank may use any reasonable method of averaging, allocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in good faith and on an equitable basis. This Section 2.11 shall only apply if and to the extent that the additional amounts payable hereunder are not already reflected in the calculation of the Reserve Requirement.