Common use of Increased Costs, Illegality, etc Clause in Contracts

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan; or (ii) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank) or (2) other circumstances adversely affecting the availability of Term SOFR; or (iii) at any time, that the making or continuance of any SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank (or the Administrative Agent in the case of Section 5.01(a)(i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banks). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay to such Lender or Issuing Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bank, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iii) above, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert each such SOFR Loan into an ABR Loan; provided, however, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated the same pursuant to this Section 5.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Xxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) If any Change in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have determined on a reasonable basis (which determination Law shall, absent manifest error, be final and conclusive and binding upon all parties hereto):: (i) on impose, modify or deem applicable any date reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for determining the interest rate applicable to account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR LoanRate); or (ii) at subject any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans Taxes (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (bii) through (div) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (includingon its Loans, but not limited toCommitments, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account ofobligations, or credit extended byits deposits, any Lender reserves, other liabilities or Issuing Bank) or (2) other circumstances adversely affecting the availability of Term SOFRcapital attributable thereto; or (iii) at impose on any timeLender any other condition, that the making cost or continuance of any SOFR Loan has become unlawful by compliance expense (other than Taxes) affecting this Agreement or Loans made by such Lender in good faith with any Change in Law since or participation therein, and the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank (or the Administrative Agent in the case of Section 5.01(a)(i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days any of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banks). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued foregoing shall be deemed rescinded by to increase the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay cost to such Lender or Issuing Bank, upon written demand therefor, any Lender of making or maintaining any Loan or of maintaining its obligation to make any such additional amounts (in the form of an increased rate ofLoan, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to increase the additional amounts owed cost to such Lender or Issuing Bankany Lender of participating in, showing or to reduce the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower amount of any sum received or receivable by such Lender or Issuing Bank shallany Lender hereunder (whether of principal, absent manifest errorinterest or any other amount) then, be final and conclusive and binding upon all parties heretorequest of such Lender, Administrative Borrower, within five (5) and (z) in Business Days of demand therefor, will pay to such Lender, such additional amount or amounts as will compensate such, as the case of Section 5.01(a)(iii) abovemay be, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by lawfor such additional costs incurred or reduction suffered. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii2.10(a)(ii), the Administrative Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (iA) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Administrative Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (iiB) if the affected Term SOFR Loan is then outstanding, upon at least one three (3) Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert convert each such Term SOFR Loan into an ABR Loan; provided, howeverthat if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b); provided, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Datelater of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any Change in Applicable Law regarding capital adequacy adequacy, or liquidity any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such a Lender or its parent corporation with any request or directive made or adopted after such date regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, association, central bank, bank or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and liquidityadequacy), then from time to time, within 15 five (5) days after written demand by such Lender Xxxxxx (with a copy to the Administrative Agent), the Borrower Borrowers, jointly and severally, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Xxxxxx’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. Each LenderLender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will will, as promptly as practicable upon ascertaining knowledge thereof, give prompt written notice thereof to the Administrative Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the . The failure to give any such notice notice, with respect to a particular event, within the time frame specified in Section 2.13, shall not release or diminish any of the Borrower’s obligations Borrowers’ obligation to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon for amounts accrued or incurred after the subsequent receipt date of such noticenotice with respect to such event. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event[Reserved]. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this This Section 5.01 2.10 shall not constitute a waiver of such Lender’s or Issuing Bank’s right apply to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior Taxes to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower extent duplicative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofSection 5.04.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurocurrency Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurocurrency Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurocurrency Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurocurrency Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 ten (10) Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the U.S. Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurocurrency Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Applicable Borrower with respect to such Type of SOFR Eurocurrency Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Applicable Borrower or, in the case of a Notice of Borrowing, shall, at the option of the BorrowerApplicable Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Applicable Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Applicable Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Applicable Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Eurocurrency Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Applicable Borrower may (and in the case of a SOFR Eurocurrency Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Applicable Borrower shall) either (i) if the affected SOFR Eurocurrency Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Applicable Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any BorrowingBorrowing of a Loan denominated in Dollars, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Eurocurrency Loan is then outstandingoutstanding and denominated in Dollars, upon at least one (1) Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Eurocurrency Loan into a Base Rate Loan, (iii) if the affected Eurocurrency Loan is then outstanding and is a EMEA Term Loan, bear interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the Applicable Term Loan Margin or (iv) if the affected Eurocurrency Loan is then outstanding and is a Revolving Loan denominated in an ABR LoanApproved Currency, shall be repaid on the last day of the Interest Period applicable thereto; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Applicable Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Applicable Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, the provisions (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure 3.01 or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 3.04 for any increased costs amounts incurred or reductions incurred accruing more than 270 180 days prior to the date that such Lender or Issuing Bank, as giving of notice to the case may be, notifies the Applicable Borrower of additional costs or other amounts of the nature described in such Sections (provided that if such additional costs or other amounts arose as a result of a Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is that was retroactive, then the 270-such 180 day period referred to above shall be extended to include the period of retroactive effect thereof), and (ii) no Lender shall demand compensation for any reduction referred to in Section 3.01(c) or payment or reimbursement of other amounts under Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (bii) through (div) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank) or (2) other circumstances adversely affecting Recipient, but, in all events, excluding reserves already includable in the availability of Term SOFRinterest rate applicable to such SOFR Loan pursuant to this Agreement); or (iii) at any time, that the making or continuance of any SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 ten Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on not later than one Business Day after the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or Lender, its parent corporation or other affiliate with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) 1.05 shall apply with respect to a Benchmark Transaction Eventthe Scheduled Unavailability Date. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) If any Change in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have determined on a reasonable basis (which determination Law shall, absent manifest error, be final and conclusive and binding upon all parties hereto):: (i) on impose, modify or deem applicable any date reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for determining the interest rate applicable to account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR LoanRate); or (ii) at subject any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans Taxes (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (bii) through (div) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (includingon its Loans, but not limited toCommitments, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account ofobligations, or credit extended byits deposits, any Lender reserves, other liabilities or Issuing Bank) or (2) other circumstances adversely affecting the availability of Term SOFRcapital attributable thereto; or (iii) at impose on any timeLender any other condition, that the making cost or continuance of any SOFR Loan has become unlawful by compliance expense (other than Taxes) affecting this Agreement or Loans made by such Lender in good faith with any Change in Law since or participation therein, and the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank (or the Administrative Agent in the case of Section 5.01(a)(i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days any of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banks). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued foregoing shall be deemed rescinded by to increase the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay cost to such Lender or Issuing Bank, upon written demand therefor, any Lender of making or maintaining any Loan or of maintaining its obligation to make any such additional amounts (in the form of an increased rate ofLoan, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to increase the additional amounts owed cost to such Lender or Issuing Bankany Lender of participating in, showing or to reduce the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower amount of any sum received or receivable by such Lender or Issuing Bank shallany Lender hereunder (whether of principal, absent manifest errorinterest or any other amount) then, be final and conclusive and binding upon all parties heretorequest of such Lender, the Administrative Borrower, within five (5) and (z) in Business Days of demand therefor, will pay to such Lender, such additional amount or amounts as will compensate such, as the case of Section 5.01(a)(iii) abovemay be, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by lawfor such additional costs incurred or reduction suffered. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii2.10(a)(ii), the Administrative Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (iA) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Administrative Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (iiB) if the affected Term SOFR Loan is then outstanding, upon at least one three (3) Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert convert each such Term SOFR Loan into an ABR Loan; provided, howeverthat if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b); provided, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Datelater of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any Change in Applicable Law regarding capital adequacy adequacy, or liquidity any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such a Lender or its parent corporation with any request or directive made or adopted after such date regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, association, central bank, bank or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and liquidityadequacy), then from time to time, within 15 five (5) days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower Borrowers, jointly and severally, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Xxxxxx’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. Each LenderLender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will will, as promptly as practicable upon ascertaining knowledge thereof, give prompt written notice thereof to the Administrative Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the . The failure to give any such notice notice, with respect to a particular event, within the time frame specified in Section 2.13, shall not release or diminish any of the Borrower’s obligations Borrowers’ obligation to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon for amounts accrued or incurred after the subsequent receipt date of such noticenotice with respect to such event. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event[Reserved]. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this This Section 5.01 2.10 shall not constitute a waiver of such Lender’s or Issuing Bank’s right apply to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior Taxes to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower extent duplicative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofSection 5.04.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have reasonably determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) or (iii)(z) below, may be made only by the Administrative Agent or the Required Lenders): (i) on any date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Datedate of this Agreement affecting any applicable interbank market, (y) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such the definition of Term SOFR Loanand (y) and no Successor Rate has been determined in accordance with Section 2.14, and the circumstances under clause (i) of Section 2.14(a) or the Scheduled Unavailability Date has occurred; or (ii) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any Term SOFR Loans Loan because (x) of any Change in Law since the Effective Date such as, but not limited to: (A) a Change in Law, subjecting a Recipient to any Taxes (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B1) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, (2) Indemnified Taxes and or (C3) Connection Income Taxes) because of or (1B) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserveofficial reserve requirements, special depositbut, liquidity or similar requirements (including any compulsory loan requirementin all events, insurance charge or other assessment) against assets of, deposits with or for excluding reserves required under Regulation D to the account of, or credit extended by, any Lender or Issuing Bank) or (2) other circumstances adversely affecting extent included in the availability computation of Term SOFRSOFR and/or (y) Term SOFR with respect to such Term SOFR Loan does not adequately and fairly reflect the cost to such Lender of funding such Term SOFR Loan; or (iii) at any time, that the making or continuance of any Term SOFR Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such any Lender in good faith with any Change in Law since the Closing Date, governmental request (whether or would conflict with any thereof not having the force of law but with which such Lender customarily complies, law) or has become (z) impracticable as a result of a contingency occurring after the Closing Effective Date that which materially and adversely affects the availability of SOFRany applicable interbank market; then, and in each any such event, such Lender or Issuing Bank (or the Administrative Agent Agent, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone promptly confirmed in writing) to the Borrower and Borrowers and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of Term SOFR Loans shall no longer be available (and the utilization of the Term SOFR component in determining the Base Rate shall be suspended) until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation or Conversion given by the Borrower Borrowers with respect to such Type of Term ​ ​ SOFR Loans that which have not yet been incurred, Converted or Continued incurred (including by way of conversion) shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of BorrowingBorrowers, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall Borrowers agree, subject to the provisions of Section 2.11(b) (to the extent applicable), to pay to such Lender or Issuing BankLender, upon within 10 Business Days of such Lender’s written demand request therefor (including reasonably supporting documentation therefor), such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank in its sole discretion shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing BankLender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower Borrowers by such Lender or Issuing Bank shall, absent manifest error, be final and conclusive and binding upon on all the parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower Borrowers shall take one of the actions specified in Section 5.01(b2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii2.10(a)(ii), the Borrower may (Borrowers may, and in the case of a Term SOFR Loan affected pursuant to by the circumstances described in Section 5.01(a)(iii) 2.10(a)(iii), the Borrower Borrowers shall) , either (ix) if the affected Term SOFR Loan is then being made initially or pursuant to a Borrowingconversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was Borrowers were notified by a the affected Lender or Issuing Bank the Administrative Agent pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, ) or (iiy) if the affected Term SOFR Loan is then outstanding, upon at least one three (3) Business Day’s Days’ written notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert each convert such Term SOFR Loan into an ABR a Base Rate Loan; provided, howeverthat, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated the same pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined determines that after the Closing DateEffective Date the introduction of or any change in any applicable law or governmental rule, any Change in Law regarding capital adequacy regulation, order, guideline, directive or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of concerning capital adequacy or liquidity, or any such authoritychange in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank, bank or comparable agency, in each case made subsequent to the Closing Date, has or would will have the effect of reducing by an increasing the amount reasonably deemed of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Xxxxxx’s Commitments hereunder or its obligations hereunder, then the Borrowers agree to pay to such Lender, within 10 Business Days of its written demand (including documentation reasonably supporting such request) therefor, such additional amounts as shall be material required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on to such Lender’s Lender or its parent corporation’s capital or assets such other corporation as a consequence result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided, that such Xxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoptiondetermination of compensation owing under this Section 2.10(c) shall, effectivenessabsent manifest error, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy be final and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to conclusive and binding on all the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reductionparties hereto. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will give prompt written notice thereof to the BorrowerBorrowers, which notice shall set forth, show in reasonable detail, detail the basis of the for calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, the (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change after the Effective Date in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.10), other than any final rules, regulations, orders, requests, guidelines or directives under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act that the Lenders are required to comply with prior to the date of this Agreement (it being understood that ​ ​ payments required as a result of this Section 2.10(d) are subject to the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior 2.11(b), as and to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; extent provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereoftherein).

Increased Costs, Illegality, etc. (a) In the event that (x) If any Change in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have determined on a reasonable basis (which determination Law shall, absent manifest error, be final and conclusive and binding upon all parties hereto):: (i) on impose, modify or deem applicable any date reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for determining the interest rate applicable to account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR LoanRate); or (ii) at subject any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans Taxes (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (bii) through (div) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (includingon its Loans, but not limited toCommitments, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account ofobligations, or credit extended byits deposits, any Lender reserves, other liabilities or Issuing Bank) or (2) other circumstances adversely affecting the availability of Term SOFRcapital attributable thereto; or (iii) at impose on any timeLender any other condition, that the making cost or continuance of any SOFR Loan has become unlawful by compliance expense (other than Taxes) affecting this Agreement or Loans made by such Lender in good faith with any Change in Law since or participation therein, and the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank (or the Administrative Agent in the case of Section 5.01(a)(i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days any of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banks). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued foregoing shall be deemed rescinded by to increase the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay cost to such Lender or Issuing Bank, upon written demand therefor, any Lender of making or maintaining any Loan or of maintaining its obligation to make any such additional amounts (in the form of an increased rate ofLoan, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to increase the additional amounts owed cost to such Lender or Issuing Bankany Lender of participating in, showing or to reduce the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower amount of any sum received or receivable by such Lender or Issuing Bank shallany Lender hereunder (whether of principal, absent manifest errorinterest or any other amount) then, be final and conclusive and binding upon all parties heretorequest of such Lender, Administrative Borrower, within five (5) and (z) in Business Days of demand therefor, will pay to such Lender, such additional amount or amounts as will compensate such, as the case of Section 5.01(a)(iii) abovemay be, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by lawfor such additional costs incurred or reduction suffered. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii2.10(a)(ii), the Administrative Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (iA) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Administrative Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (iiB) if the affected Term SOFR Loan is then outstanding, upon at least one three (3) Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert convert each such Term SOFR Loan into an ABR Loan; provided, howeverthat if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b); provided, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Datelater of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any Change in Applicable Law regarding capital adequacy adequacy, or liquidity any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such a Lender or its parent corporation with any request or directive made or adopted after such date regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, association, central bank, bank or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and liquidityadequacy), then from time to time, within 15 five (5) days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower Borrowers, jointly and severally, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. Each LenderLender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will will, as promptly as practicable upon ascertaining knowledge thereof, give prompt written notice thereof to the Administrative Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the . The failure to give any such notice notice, with respect to a particular event, within the time frame specified in Section 2.13, shall not release or diminish any of the Borrower’s obligations Borrowers’ obligation to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon for amounts accrued or incurred after the subsequent receipt date of such noticenotice with respect to such event. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event[Reserved]. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this This Section 5.01 2.10 shall not constitute a waiver of such Lender’s or Issuing Bank’s right apply to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior Taxes to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower extent duplicative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofSection 5.04.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Effective Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Effective Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient) or (2y) other circumstances adversely affecting the availability of Daily Simple SOFR or Term SOFR; or (iii) at any time, that the making or continuance of any SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Effective Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Effective Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice Borrowing Request or notice of Borrowing continuation or Notice of Continuation or Conversion conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted converted or Continued continued shall be deemed rescinded by the Borrower or, in the case of a Notice of BorrowingBorrowing Request, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing Request for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of BorrowingBorrowing Request, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii2.14(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii2.14(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii2.14(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing Request into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert convert each such SOFR Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b2.14`(b). (c) If any Lender shall have determined that after the Closing Effective Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.14(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.14(c) upon the subsequent receipt of such notice. (d) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a), (b) or (c) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (e) Notwithstanding the foregoing, the provisions of Section 3.01(a) 2.22 shall apply with respect to a Benchmark Transaction Transition Event. (ef) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing BankLender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s Xxxxxx'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 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent Required Lenders or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank Lender, as applicable, shall have reasonably determined on a reasonable basis (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any Adjusted Term SOFR Loan for any Interest Period that, that by reason of any changes arising on or after the Closing DateDate affecting the applicable market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loanthe definition of Term SOFR; or (ii) at any timethat, that such Lender or Issuing Bank due to a Change in Law, which shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxesimpose, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for modify or deem applicable any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; (B) subject any Lender or Issuing Bankto any tax (other than (1) taxes indemnified under Section 5.4, (2) taxes described in clause (A), (B) or (2C) of Section 5.4(a) or (3) taxes described in clause (f) of Section 5.4) on its loans, letters of credits, commitments or other circumstances adversely obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or the applicable market any other condition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans made by such Lender, which results in the availability cost to such Lender of Term SOFRmaking, converting into, continuing or maintaining SOFR Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or (iii) at any time, time after the Closing Date that the making or continuance of any SOFR Loan has become unlawful by as a result of compliance by such Lender in good faith with any Change in Applicable Law since the Closing Date, (or would conflict with any thereof such Applicable Law not having the force of law but with which such Lender customarily complieseven though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the availability of SOFRSOFR market; then, and in each any such event, such Lender or Issuing Bank (or the Administrative Agent Required Lenders, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or within a reasonable time and (2) within 10 Business Days of the date on which such event no longer exists thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent Required Lenders no longer exist (which notice the Required Lenders agree to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued incurred shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing BankLender, upon promptly (but no later than 10 Business Days) after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank in its reasonable discretion shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender or Issuing BankLender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii2.10(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii2.10(a)(iii) the Borrower shall) either (ix) if the affected SOFR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, ) or (iiy) if the affected SOFR Loan is then outstanding, upon at least one three Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert convert each such SOFR Loan into an ABR Loan, if applicable; provided, however, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Daterequirements, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationLetter of Credit Issuer’s or their respective parent’s capital or assets as a consequence of such XxxxxxLxxxxx’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent corporation could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such LenderLxxxxx’s or its parent corporationLetter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacy and or liquidity), then from time to time, within 15 days promptly (but no later than 10 Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent corporation for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such Lxxxxx’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Closing Date except as a result of a Change in Law. Each LenderLender or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not not, subject to Section 2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon the subsequent receipt of such notice. (d) Notwithstanding This Section 2.10 shall not apply to taxes to the foregoing, the provisions extent duplicative of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event5.4. (e) Failure or delay on The agreements in this Section 2.10 shall survive the part termination of any this Agreement and the payment of the Loans and all other amounts payable hereunder. (f) Notwithstanding the foregoing, no Lender or Issuing Bank Letter of Credit Issuer shall be entitled to demand seek compensation pursuant under this Section 2.10 unless such Lender or Letter of Credit Issuer is generally seeking compensation from other similarly situated borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof2.10.

Increased Costs, Illegality, etc. (a) In the event that (x) If any Change in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have determined on a reasonable basis (which determination Law shall, absent manifest error, be final and conclusive and binding upon all parties hereto):: (i) on impose, modify or deem applicable any date reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for determining the interest rate applicable to account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR LoanRate); or (ii) at subject any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans Taxes (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (bii) through (div) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (includingon its Loans, but not limited toCommitments, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account ofobligations, or credit extended byits deposits, any Lender reserves, other liabilities or Issuing Bank) or (2) other circumstances adversely affecting the availability of Term SOFRcapital attributable thereto; or (iii) at impose on any timeLender any other condition, that the making cost or continuance of any SOFR Loan has become unlawful by compliance expense (other than Taxes) affecting this Agreement or Loans made by such Lender in good faith with any Change in Law since or participation therein, and the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank (or the Administrative Agent in the case of Section 5.01(a)(i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days any of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banks). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued foregoing shall be deemed rescinded by to increase the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay cost to such Lender or Issuing Bank, upon written demand therefor, any Lender of making or maintaining any Loan or of maintaining its obligation to make any such additional amounts (in the form of an increased rate ofLoan, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to increase the additional amounts owed cost to such Lender or Issuing Bankany Lender of participating in, showing or to reduce the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower amount of any sum received or receivable by such Lender or Issuing Bank shallany Lender hereunder (whether of principal, absent manifest errorinterest or any other amount) then, be final and conclusive and binding upon all parties heretorequest of such Lender, the Administrative Borrower, within five (5) and (z) in Business Days of demand therefor, will pay to such Lender, such additional amount or amounts as will compensate such, as the case of Section 5.01(a)(iii) abovemay be, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by lawfor such additional costs incurred or reduction suffered. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii2.10(a)(ii), the Administrative Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (iA) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Administrative Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (iiB) if the affected Term SOFR Loan is then outstanding, upon at least one three (3) Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert convert each such Term SOFR Loan into an ABR Loan; provided, howeverthat if more than one Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b); provided, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Datelater of the date hereof, and that date such entity becomes a Lender hereunder, the adoption of any Change in Applicable Law regarding capital adequacy adequacy, or liquidity any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such a Lender or its parent corporation with any request or directive made or adopted after such date regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, association, central bank, bank or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and liquidityadequacy), then from time to time, within 15 five (5) days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower Borrowers, jointly and severally, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. Each LenderLender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will will, as promptly as practicable upon ascertaining knowledge thereof, give prompt written notice thereof to the Administrative Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the . The failure to give any such notice notice, with respect to a particular event, within the time frame specified in Section 2.13, shall not release or diminish any of the Borrower’s obligations Borrowers’ obligation to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon for amounts accrued or incurred after the subsequent receipt date of such noticenotice with respect to such event. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event[Reserved]. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this This Section 5.01 2.10 shall not constitute a waiver of such Lender’s or Issuing Bank’s right apply to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior Taxes to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower extent duplicative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofSection 5.04.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurodollar Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurodollar Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (bii) through (div) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 ten Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Eurodollar Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Eurodollar Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on not later than one Business Day after the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Eurodollar Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or Lender, its parent corporation or other affiliate with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) 1.05 shall apply with respect to a Benchmark Transaction Eventthe Scheduled Unavailability Date. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan; or (ii) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank) or (2) other circumstances adversely affecting the availability of Term SOFR; or (iii) at any time, that the making or continuance of any SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank (or the Administrative Agent in the case of Section 5.01(a)(i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banks). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay to such Lender or Issuing Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bank, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iii) above, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) If either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly introduction of or any change in writing) thereof on the same date that the Borrower was notified by a Lender any law or Issuing Bank pursuant to Section 5.01(a)(ii) regulation or (iii), cancel said Borrowing, or, in the case interpretation or administration of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans law or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert each such SOFR Loan into an ABR Loan; provided, however, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated the same pursuant to this Section 5.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity regulation by any Governmental Authority, central bank court or comparable agency administrative or governmental authority charged by law with the interpretation or administration thereof, thereof from the date hereof or (ii) the compliance by such Lender or its parent corporation with any guideline enacted after the date hereof or request or directive regarding capital adequacy or liquidity from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any such authority, central bankkind whatsoever with respect to this Agreement, or comparable agencychanges the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in each case made subsequent the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to the Closing DateLender of agreeing to make or making, has funding, or would have the effect of reducing maintaining advances by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Xxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity)material, then the Borrower shall from time to time, within 15 days after upon demand by such Lender, pay directly to Lender (with a copy additional amounts sufficient to the Administrative Agent), the Borrower shall pay to such compensate Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.increased

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurocurrency Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurocurrency Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurocurrency Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurocurrency Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 ten (10) Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the U.S. Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurocurrency Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Applicable Borrower with respect to such Type of SOFR Eurocurrency Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Applicable Borrower or, in the case of a Notice of Borrowing, shall, at the option of the BorrowerU.S. Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Applicable Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Applicable Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Applicable Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Eurocurrency Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Applicable Borrower may (and in the case of a SOFR Eurocurrency Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Applicable Borrower shall) either (i) if the affected SOFR Eurocurrency Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Applicable Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any BorrowingBorrowing of a Loan denominated in Dollars, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Eurocurrency Loan is then outstandingoutstanding and denominated in Dollars, upon at least one (1) Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Eurocurrency Loan into a Base Rate Loan, (iii) if the affected Eurocurrency Loan is then outstanding and is a EMEA Term Loan, bear interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the Applicable Term Loan Margin or (iv) if the affected Eurocurrency Loan is then outstanding and is a Revolving Loan denominated in an ABR LoanApproved Currency, shall be repaid on the last day of the Interest Period applicable thereto; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Applicable Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Applicable Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, the provisions (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure 3.01 or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 3.04 for any increased costs amounts incurred or reductions incurred accruing more than 270 180 days prior to the date that such Lender or Issuing Bank, as giving of notice to the case may be, notifies the Applicable Borrower of additional costs or other amounts of the nature described in such Sections (provided that if such additional costs or other amounts arose as a result of a Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is that was retroactive, then the 270-such 180 day period referred to above shall be extended to include the period of retroactive effect thereof), and (ii) no Lender shall demand compensation for any reduction referred to in Section 3.01(c) or payment or reimbursement of other amounts under Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank the Required Lenders shall have reasonably determined on a reasonable basis (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any Adjusted Term SOFR Loan Rate for any Interest Period thatPeriod, that (x) deposits in the principal amounts and currencies of the Loans comprising the applicable Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing DateDate affecting the interbank SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such the definition of Term SOFR LoanRate; or (ii) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any Term SOFR Loans (other than any increased cost increase or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any attributable to (A) Indemnified TaxesTaxes and Taxes indemnifiable under Section 5.4, (B) Other Connection Taxes described in that are imposed on or measured by net income or that are (however denominated) franchise or branch profits Taxes imposed on any Agent or Lender or (C) Taxes included under clauses (b) through (d) of the definition of “Excluded Taxes and (C) Connection Income Taxes”) because of (1x) any Change in Law change since the Closing Date in any Applicable Law (includingor in the interpretation or administration thereof and including the introduction of any new Applicable Law), but not limited tosuch as, for example, without limitation, a change in requirements for any reserveofficial reserve requirements, special deposit, liquidity or similar requirements and/or (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank) or (2y) other circumstances adversely affecting the availability interbank SOFR market or the position of Term SOFRsuch Lender in such market; or (iii) at any time, that the making or continuance of any Term SOFR Loan Loans has become unlawful by as a result of compliance by such Lender in good faith with any Change in Applicable Law since the Closing Date, (or would conflict with any thereof such Applicable Law not having the force of law but with which such Lender customarily complieseven though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the availability of SOFRinterbank SOFR market; then, and in each any such event, such Lender or Issuing Bank (or the Administrative Agent Agent, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or shall, within a reasonable time and (2) within 10 Business Days of the date on which such event no longer exists thereafter, give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of Term SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation or Conversion given by the Borrower with respect to such Type of Term SOFR Loans that have not yet been incurred, Converted or Continued incurred shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowingas applicable, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing BankLender, upon promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, of or a different method of calculating, interest or otherwise otherwise, as such Lender or Issuing Bank in its reasonable discretion shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender or Issuing BankLender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiisubclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii2.10(a)(ii) or (iii), the Borrower may (and in the case of a Term SOFR Loan affected pursuant to Section 5.01(a)(iii2.10(a)(iii) the Borrower shall) either (ix) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by receives notice from a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, ) or (iiy) if the affected Term SOFR Loan is then then-outstanding, upon at least one three Business Day’s Days’ notice to the Administrative Agent, Agent require the affected Lender or Issuing Bank to Convert convert each such Term SOFR Loan into an ABR Loan; provided, however, provided that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Date, any Change in Law regarding relating to capital adequacy or liquidity by of any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, Lender or compliance by such any Lender or its parent corporation with any request or directive regarding Change in Law relating to capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to occurring after the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s or its Affiliates’ capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation or any Affiliate thereof could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and or liquidity), then from time to time, within 15 days promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be are payable pursuant to this Section 5.01(c2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not not, subject to Section 2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event[Reserved]. (e) Failure or delay on Notwithstanding the part of any foregoing, no Lender or Issuing Bank to shall demand compensation pursuant to this Section 5.01 2.10 if it shall not constitute a waiver at the time be the general policy or practice of such Lender’s or Issuing Bank’s right Lender to demand such compensation; compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities. (f) Alternate Rate of Interest. (i) [Reserved]. (ii) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided that to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (iii) Notwithstanding anything to the contrary herein (including in Section 13.1 of this Agreement) or in any other Credit Document, the Administrative Agent will have the right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (iv) The Administrative Agent will promptly notify the Borrower shall not and the Lenders of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (v) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be required to compensate a made by the Administrative Agent or, if applicable, any Lender (or Issuing Bank group of Lenders) pursuant to this Section 5.01 for 2.10(f), including any increased costs determination with respect to a tenor, rate or reductions incurred more than 270 days prior adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.10(f). (v) Notwithstanding anything to the date contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such Lender rate from time to time as selected by the Administrative Agent in its reasonable discretion or Issuing Bank, as (b) the case may be, notifies regulatory supervisor for the Borrower of the Change in Law giving rise to such increased costs or reductions and administrator of such Lender’s Xxxxxxxxx has provided a public statement or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to publication of information announcing that any tenor for such increased costs Benchmark is or reductions is retroactivewill be no longer representative, then the 270Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (2) if a tenor that was removed pursuant to clause (1) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) The Borrower may revoke any request for a Borrowing of Term SOFR Loans, or a conversion to or continuation of a Term SOFR Loan to be converted or continued, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Borrowing of, conversion to or continuation of Term SOFR Loans into a request for a Borrowing of or conversion to an ABR Loan. During any Benchmark Unavailability Period, or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Term SOFR Rate, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.10(f), any Term SOFR Loan shall on the last day period referred of the Interest Period applicable to above such Term SOFR Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall be extended to include the period of retroactive effect thereofconstitute, an ABR Loan.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurodollar Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurodollar Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Eurodollar Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Eurodollar Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Eurodollar Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, the provisions (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure 3.01 or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 3.04 for any increased costs amounts incurred or reductions incurred accruing more than 270 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies giving of notice to the Borrower of additional costs or other amounts of the nature described in such Sections (provided that if such additional costs or other amounts arose as a result of a Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is that was retroactive, then the 270-such 180 day period referred to above shall be extended to include the period of retroactive effect thereof), and (ii) no Lender shall demand compensation for any reduction referred to in Section 3.01(c) or payment or reimbursement of other amounts under Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank the Required Lenders shall have reasonably determined on a reasonable basis (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): ): (i) (iii) on any date for determining the interest rate applicable to any Adjusted Term SOFR Loan Rate for any Interest Period thatPeriod, that (x) deposits in the principal amounts and currencies of the Loans comprising the applicable Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing DateDate affecting the interbank SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such the definition of Term SOFR LoanRate; or or (ii) (iv) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any Term SOFR Loans (other than any increased cost increase or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any attributable to (A) Indemnified TaxesTaxes and Taxes indemnifiable under Section 5.04, (B) Other Connection Taxes described in that are imposed on or measured by net income or that are (however denominated) or that are franchise Taxes or branch profits Taxes imposed on any Agent or Lender or (C) Taxes included under clauses (b) through (d) of the definition of “Excluded Taxes and (C) Connection Income Taxes”) because of (1x) any Change in Law change since the Closing Date in any Applicable Law (includingor in the interpretation or administration thereof and including the introduction of any new Applicable Law), but not limited tosuch as, for example, without limitation, a change in requirements for any reserveofficial reserve requirements, special deposit, liquidity or similar requirements and/or (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank) or (2y) other circumstances adversely affecting the availability interbank SOFR market or the position of Term SOFRsuch Lender in such market; or or (iii) (v) at any time, that the making or continuance of any Term SOFR Loan Loans has become unlawful by as a result of compliance by such Lender in good faith with any Change in Applicable Law since the Closing Date, (or would conflict with any thereof such Applicable Law not having the force of law but with which such Lender customarily complieseven though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the availability of SOFRinterbank SOFR market; then, and in each any such event, such Lender or Issuing Bank (or the Administrative Agent Agent, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or shall, within a reasonable time and (2) within 10 Business Days of the date on which such event no longer exists thereafter, give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banks). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay to such Lender or Issuing Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bank, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iii) above, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by law.promptly (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii2.10(a)(ii) or (iii), the Borrower may (and in the case of a Term SOFR Loan affected pursuant to Section 5.01(a)(iii2.10(a)(iii) the Borrower shall) either (ix) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by receives notice from a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, ) or (iiy) if the affected Term SOFR Loan is then then-outstanding, upon at least one three Business Day’s Days’ notice to the Administrative Agent, Agent require the affected Lender or Issuing Bank to Convert convert each such Term SOFR Loan into an ABR Loan; provided, howeverthat, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Date, any Change in Law regarding relating to capital adequacy or liquidity by of any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, Lender or compliance by such any Lender or its parent corporation with any request or directive regarding Change in Law relating to capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to occurring after the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s or its Affiliates’ capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could or any Affiliate thereof couldwould have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and or liquidity), then from time to time, within 15 days promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be are payable pursuant to this Section 5.01(c2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not not, subject to Section 2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event[Reserved]. (e) Failure or delay on Notwithstanding the part of any foregoing, no Lender or Issuing Bank to shall demand compensation pursuant to this Section 5.01 2.10 if it shall not constitute a waiver at the time be the general policy or practice of such Lender’s or Issuing Bank’s right Lender to demand such compensation; provided that compensation in substantially the Borrower shall not be required same manner as applied to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofother similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurodollar Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurodollar Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Eurodollar Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Eurodollar Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Eurodollar Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a2.09(h) shall apply with respect to a Benchmark Transaction EventEvent or an Early Opt-In Election. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the The Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 3.01(a) or (c) for any such increased costs cost or reductions reduction incurred more than 270 one hundred eighty (180) days prior to the date that such Lender demands, or Issuing Bank, as the case may be, notifies the Borrower of its intention to demand, compensation therefor; provided that if the Change in Law circumstance giving rise to such increased costs cost or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the 270-such one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(ii) and (iii) below, any Lender or Issuing Bank shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan; or (ii) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing BankLender) or (2) other circumstances adversely affecting the availability of Term SOFR; or (iii) at any time, that the making or continuance of any SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank (or the Administrative Agent in the case of Section 5.01(a)(i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (x) in the case of Section 5.01(a)(i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay to such Lender or Issuing BankLender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing BankLender, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iii) above, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert each such SOFR Loan into an ABR Loan; provided, however, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated the same pursuant to this Section 5.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Xxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurodollar Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurodollar Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Eurodollar Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Eurodollar Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Eurodollar Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, the provisions (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure 3.01 or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 3.04 for any increased costs amounts incurred or reductions incurred accruing more than 270 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies giving of notice to the Borrower of additional costs or other amounts of the nature described in such Sections (provided that if such additional costs or other amounts arose as a result of a Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is that was retroactive, then the 270-such 180 day period referred to above shall be extended to include the period of retroactive effect thereof), and (ii) no Lender shall demand compensation for any reduction referred to in Section 3.01(c) or payment or reimbursement of other amounts under Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and through (iiiiv) below, any Lender or Issuing Bank Lender, shall have reasonably determined on a reasonable basis (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan Eurocurrency Rate for any Interest Period that, that (x) deposits in the principal amounts of the Loans comprising any Borrowing of Fixed Rate Loans are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing DateDate affecting the London interbank eurocurrency market, the market for loans based on “Term CXXXX” or “BBSY” rate or the market for any similar rate for any other Alternative Currency, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loanthe definition of the Eurocurrency Rate; or (ii) at any timethat, that such Lender or Issuing Bank due to a Change in Law, which shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxesimpose, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for modify or deem applicable any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank(except any reserve requirement taken into account in determining the Statutory Reserves); (B) subject any Lender to any Tax (other than (1) Taxes indemnifiable under Section 5.4 or (2) Excluded Taxes) on its loans, loan principal, letters of credits, commitments or other circumstances adversely obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender, the London interbank eurocurrency market, the market for loans based on “Term CXXXX” or “BBSY” rate or the market for any similar rate for any other Alternative Currency any other condition, cost or expense affecting this Agreement or Eurocurrency Loans or Term SOFR Loans made by such Lender (other than Taxes), which results in the availability cost to such Lender of making, converting into, continuing or maintaining Eurocurrency Loans or Term SOFR; orSOFR Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; (iii) at any timetime after the Closing Date, that the making or continuance of any Eurocurrency Loan or Term SOFR Loan Loans has become unlawful by compliance by such Lender in good faith with any Change in Applicable Law since the Closing Date, (or would conflict with any thereof such Applicable Law not having the force of law but with which such Lender customarily complieseven though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the availability London interbank eurocurrency market, the market for loans based on “Term CXXXX” or “BBSY” rate or the market for any similar rate for any other Alternative Currency; or (iv) at any time that the respective Alternative Currency (other than Dollars, Euros, Pounds Sterling or Canadian Dollars) is not available in sufficient amounts to fund any Borrowing of SOFRsuch Alternative Currency Loans requested pursuant to Section 2.1; then, and in each any such event, such Lender or Issuing Bank (or the Administrative Agent Agent, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or within a reasonable time and (2) within 10 Business Days of the date on which such event no longer exists thereafter give written notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (xw) in the case of Section 5.01(a)(iclause (i) or (iv) above, in the affected Type of SOFR event any Eurocurrency Loans are so affected, the applicable Eurocurrency Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and (A) any Notice of Borrowing or Notice of Conversion or Continuation or Conversion given by the Borrower with respect to such Type of SOFR the Eurocurrency Loans that have not yet been incurred, Converted or Continued Incurred shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (yB) in the case of Section 5.01(a)(iiany affected Eurocurrency Borrowing in Dollars, such Borrowing shall be converted to an ABR Borrowing at the end of the applicable Interest Period and (C) in the case of any affected Eurocurrency Borrowing in an Alternative Currency, at the Borrower’s election, such Borrowing shall either (1) be converted into ABR Borrowing denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Loan at the end of the applicable Interest Period or (2) be prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan, the Borrower shall be deemed to have elected clause (1) above, (x) in the case of clause (ii) above, the Borrower shall pay to such Lender or Issuing BankLender, upon promptly (but no later than ten Business Days) after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank in its reasonable discretion shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender or Issuing BankLender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto) ), and (zy) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. Subject to Section 2.10(d), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination. Upon any prepayment or conversion pursuant to this Section 2.10(a), the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.10. (b) At any time that any Eurocurrency Loan or Term SOFR Loan Loan, as applicable, is affected by the circumstances described in Section 5.01(a)(ii2.10(a)(ii) or (iiia)(iii), the Borrower may (and in the case of a Eurocurrency Loan or Term SOFR Loan Loan, as applicable, affected pursuant to Section 5.01(a)(iii2.10(a)(iii) the Borrower shall) either (ix) if the affected Eurocurrency Loan or Term SOFR Loan Loan, as applicable, is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, a)(iii) or (iiy) if the affected Eurocurrency Loan or Term SOFR Loan Loan, as applicable, is then outstanding, upon at least one three Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert convert each such Eurocurrency Loan or Term SOFR Loan Loan, as applicable, into an ABR Loan, if applicable; providedprovided that (A) if the circumstances described in Section 2.10(a)(iii) apply to any Alternative Currency Loan, howeverthe Borrower may, that in lieu of taking the actions described above, maintain such Alternative Currency Loan outstanding, in which case the applicable Eurocurrency Rate or Term SOFR shall be determined on the basis provided in the definition of the relevant Eurocurrency Rate or Term SOFR Loan, as applicable, unless the maintenance of such Alternative Currency Loan outstanding on such basis would not stop the conditions described in Section 2.10(a)(iii) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (B) if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that after the Closing DateIf, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, requirements has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationLetter of Credit Issuer’s or their respective parent’s capital or assets as a consequence of such XxxxxxLender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent corporation could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent corporationLetter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacy and or liquidity), then from time to time, within 15 days promptly (but no later than ten Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent corporation for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such Lxxxxx’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Closing Date except as a result of a Change in Law. Each LenderLender or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will give prompt written notice thereof to the Borrower, Borrower (on its own behalf) which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not not, subject to Section 2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan or XXXXX Loan for any Interest Period that, by reason of any changes arising after the Closing Effective Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan or XXXXX Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Loans or XXXXX Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Effective Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient) or (2y) other circumstances adversely affecting the availability of Daily Simple SOFR, Term SOFRSOFR or Daily Simple XXXXX; or (iii) at any time, that the making or continuance of any SOFR Loan or XXXXX Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Effective Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Effective Date that materially adversely affects the availability of SOFRSOFR or XXXXX; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Loans or XXXXX Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice Borrowing Request or notice of Borrowing continuation or Notice of Continuation or Conversion conversion given by the Borrower with respect to such Type of SOFR Loans or XXXXX Loans that have not yet been incurred, Converted converted or Continued continued shall be deemed rescinded by the Borrower or, in the case of a Notice of BorrowingBorrowing Request, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing Request for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of BorrowingBorrowing Request, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan or XXXXX Loan is affected by the circumstances described in Section 5.01(a)(ii2.14(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan or XXXXX Loan affected pursuant to Section 5.01(a)(iii2.14(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan or XXXXX Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii2.14(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing Request into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Loan or XXXXX Loan is then outstanding, upon at least one Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert convert each such SOFR Loan or XXXXX Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b2.14`(b). (c) If any Lender shall have determined that after the Closing Effective Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Xxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after written demand by such Lender Xxxxxx (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.14(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.14(c) upon the subsequent receipt of such notice. (d) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a), (b) or (c) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (e) Notwithstanding the foregoing, the provisions of Section 3.01(a) 2.22 shall apply with respect to a Benchmark Transaction Transition Event or Canadian Benchmark Transition Event, as applicable. (ef) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s 's or the Issuing Bank’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s 's or the Issuing Bank’s '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 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan or CDOR Loan for any Interest Period that, by reason of any changes arising after the Closing Effective Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan or CDOR Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Loans or CDOR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Effective Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient) or (2y) other circumstances adversely affecting the availability of Term SOFRSOFR or the CDOR Rate; or (iii) at any time, that the making or continuance of any SOFR Loan or CDOR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Effective Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Effective Date that materially adversely affects the availability of SOFRSOFR or the CDOR Rate; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Loans or CDOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice notice of Continuation continuation or Conversion conversion given by the Borrower with respect to such Type of SOFR Loans or CDOR Loans that have not yet been incurred, Converted converted or Continued continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan or CDOR Loan is affected by the circumstances described in Section 5.01(a)(ii2.14(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan or CDOR Loan affected pursuant to Section 5.01(a)(iii2.14(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan or CDOR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii2.14(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Loan or CDOR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert convert each such SOFR Loan or CDOR Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b2.14`(b). (c) If any Lender shall have determined that after the Closing Effective Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.14(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.14(c) upon the subsequent receipt of such notice. (d) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a), (b) or (c) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (e) Notwithstanding the foregoing, the provisions of Section 3.01(a) 2.22 shall apply with respect to a Benchmark Transaction Transition Event. (ef) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any EurodollarTerm SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such EurodollarTerm SOFR Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any EurodollarTerm SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term such Lender or other Recipient in any such marketavailability of SOFR; or (iii) at any time, that the making or continuance of any EurodollarTerm SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability London interbank marketavailability of SOFR; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of EurodollarTerm SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of EurodollarTerm SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b‎Section 3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any EurodollarTerm SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii‎Section 3.01(a)(ii) or (iii‎(iii), the Borrower may (and in the case of a EurodollarTerm SOFR Loan affected pursuant to Section 5.01(a)(iii‎Section 3.01(a)(iii) the Borrower shall) either (i) if the affected EurodollarTerm SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii‎Section 3.01(a)(ii) or (iii‎(iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected EurodollarTerm SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such EurodollarTerm SOFR Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b‎Section 3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c‎Section 3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c‎Section 3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a‎Section 2.09(hi) shall apply with respect to a Benchmark Transaction EventTransactionTransition Event or an Early Opt-In Election. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the The Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 3.01(a) or (c) for any such increased costs cost or reductions reduction incurred more than 270 one hundred eighty (180) days prior to the date that such Lender demands, or Issuing Bank, as the case may be, notifies the Borrower of its intention to demand, compensation therefor; provided that if the Change in Law circumstance giving rise to such increased costs cost or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the 270-such one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank the Required Lenders shall have reasonably determined on a reasonable basis (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any LIBOR Rate and/or Adjusted Term SOFR Loan Rate for any Interest Period that, that (x) deposits in the principal amounts and currencies of the Loans comprising the applicable Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing DateDate affecting the interbank LIBOR or SOFR market (as applicable), adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such the definition of LIBOR Rate or Term SOFR LoanRate, as applicable; or (ii) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any LIBOR Loans or Term SOFR Loans (other than any increased cost increase or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any attributable to (Ai) Indemnified TaxesTaxes and Taxes indemnifiable under Section 5.4, (Bii) net income Taxes and franchise and excise Taxes (imposed in lieu of net income Taxes) imposed on any Agent or Lender or (iii) Taxes described in included under clauses (bc) through (df) of the definition of “Excluded Taxes and (C) Connection Income Taxes”) because of (1x) any Change in Law change since the Closing Date in any Applicable Law (includingor in the interpretation or administration thereof and including the introduction of any new Applicable Law), but not limited tosuch as, for example, without limitation, a change in requirements for any reserveofficial reserve requirements, special deposit, liquidity or similar requirements and/or (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank) or (2y) other circumstances adversely affecting the availability interbank LIBOR market or SOFR market, as applicable, or the position of Term SOFRsuch Lender in such market; or (iii) at any time, that the making or continuance of any LIBOR Loan or Term SOFR Loan Loans, as applicable has become unlawful by as a result of compliance by such Lender in good faith with any Change in Applicable Law since the Closing Date, (or would conflict with any thereof such Applicable Law not having the force of law but with which such Lender customarily complieseven though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the availability of SOFRinterbank LIBOR market or SOFR market, as applicable; then, and in each any such event, such Lender or Issuing Bank (or the Administrative Agent Agent, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or within a reasonable time and (2) within 10 Business Days of the date on which such event no longer exists thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of LIBOR Loans or Term SOFR Loans Loans, as applicable, shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation or Conversion given by the Borrower with respect to such Type of LIBOR Loans or Term SOFR Loans Loans, as applicable, that have not yet been incurred, Converted or Continued incurred shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(ii) above, the Borrower shall pay to such Lender or Issuing Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bank, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iii) above, the Borrower shall take one of the actions specified in Section 5.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert each such SOFR Loan into an ABR Loan; provided, however, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated the same pursuant to this Section 5.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Xxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.applicable,

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurocurrency Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurocurrency Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurocurrency Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurocurrency Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 ten (10) Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the U.S. Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurocurrency Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Applicable Borrower with respect to such Type of SOFR Eurocurrency Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Applicable Borrower or, in the case of a Notice of Borrowing, shall, at the option of the BorrowerU.S.Applicable Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Applicable Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Applicable Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Applicable Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert each such SOFR Loan into an ABR Loan; provided, however, that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated the same pursuant to this Section 5.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Xxxxxx’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank the Required Lenders shall have reasonably determined on a reasonable basis (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any Adjusted Term SOFR Loan Rate for any Interest Period thatPeriod, that (x) deposits in the principal amounts and currencies of the Loans comprising the applicable Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing DateDate affecting the interbank SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such the definition of Term SOFR LoanRate; or (ii) at any time, that such Lender or Issuing Bank shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any Term SOFR Loans (other than any increased cost increase or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any attributable to (A) Indemnified TaxesTaxes and Taxes indemnifiable under Section 5.4, (B) Other Connection Taxes described in that are imposed on or measured by net income or that are (however denominated) franchise or branch profits Taxes imposed on any Agent or Lender or (C) Taxes included under clauses (b) through (d) of the definition of “Excluded Taxes and (C) Connection Income Taxes”) because of (1x) any Change in Law change since the Closing Date in any Applicable Law (includingor in the interpretation or administration thereof and including the introduction of any new Applicable Law), but not limited tosuch as, for example, without limitation, a change in requirements for any reserveofficial reserve requirements, special deposit, liquidity or similar requirements and/or (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank) or (2y) other circumstances adversely affecting the availability interbank SOFR market or the position of Term SOFRsuch Lender in such market; or (iii) at any time, that the making or continuance of any Term SOFR Loan Loans has become unlawful by as a result of compliance by such Lender in good faith with any Change in Applicable Law since the Closing Date, (or would conflict with any thereof such Applicable Law not having the force of law but with which such Lender customarily complieseven though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the availability of SOFRinterbank SOFR market; then, and in each any such event, such Lender or Issuing Bank (or the Administrative Agent Agent, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or shall, within a reasonable time and (2) within 10 Business Days of the date on which such event no longer exists thereafter, give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of Term SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation or Conversion given by the Borrower with respect to such Type of Term SOFR Loans that have not yet been incurred, Converted or Continued incurred shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowingas applicable, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing BankLender, upon promptly after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, of or a different method of calculating, interest or otherwise otherwise, as such Lender or Issuing Bank in its reasonable discretion shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender or Issuing BankLender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiisubclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any Term SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii2.10(a)(ii) or (iii), the Borrower may (and in the case of a Term SOFR Loan affected pursuant to Section 5.01(a)(iii2.10(a)(iii) the Borrower shall) either (ix) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by receives notice from a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, ) or (iiy) if the affected Term SOFR Loan is then then-outstanding, upon at least one three Business Day’s Days’ notice to the Administrative Agent, Agent require the affected Lender or Issuing Bank to Convert convert each such Term SOFR Loan into an ABR Loan; provided, however, provided that if more than one Lender or Issuing Bank is affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Date, any Change in Law regarding relating to capital adequacy or liquidity by of any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, Lender or compliance by such any Lender or its parent corporation with any request or directive regarding Change in Law relating to capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to occurring after the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s or its Affiliates’ capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation or any Affiliate thereof could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and or liquidity), then from time to time, within 15 days promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be are payable pursuant to this Section 5.01(c2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not not, subject to Section 2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event[Reserved]. (e) Failure or delay on Notwithstanding the part of any foregoing, no Lender or Issuing Bank to shall demand compensation pursuant to this Section 5.01 2.10 if it shall not constitute a waiver at the time be the general policy or practice of such Lender’s or Issuing Bank’s right Lender to demand such compensation; provided that compensation in substantially the Borrower shall not be required same manner as applied to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofother similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (yz) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Eurodollar Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Eurodollar Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or (2y) other circumstances adversely affecting the availability London interbank market or the position of Term SOFRsuch Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any SOFR Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the availability of SOFRLondon interbank market; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Eurodollar Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Eurodollar Loan is affected by the circumstances described in Section 5.01(a)(ii3.01(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Eurodollar Loan affected pursuant to Section 5.01(a)(iii3.01(a)(iii) the Borrower shall) either (i) if the affected SOFR Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Eurodollar Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b3.01(b). (c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a2.09(h) shall apply with respect to a Benchmark Transaction EventEvent or an Early Opt-In Election. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Majority Lenders or the Administrative Agent Agent, as applicable, or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank Lender, shall have reasonably determined on a reasonable basis (which determination shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on On or prior to any date for determining SOFR, Term SOFR, the interest rate applicable to any Term SOFR Loan Reference Rate or Adjusted Term SOFR for any Interest Period thatthat (A) Adjusted Term SOFR cannot be determined pursuant to the definition thereof, (B) by reason of any changes arising on or after the Closing Effective Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement the definitions of SOFR, Term SOFR, the Term SOFR Reference Rate or Adjusted Term SOFR or (C) for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such SOFR Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent; or (ii) that a Change in Law occurring at any time, that such Lender or Issuing Bank time after the Effective Date shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxesimpose, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for modify or deem applicable any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Lender, (B) subject any Recipient to any Tax (other than (i) Indemnified Taxes or Issuing Bank) Other Taxes indemnifiable under Section 5.4, or (2ii) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other circumstances adversely obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (C) impose on any Lender any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or SOFR Loans made by such Lender, which results in the availability cost to such Lender of Term SOFRmaking, converting into, continuing or maintaining SOFR Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or (iii) at any time, that the making or continuance of any SOFR Loan has become unlawful by as a result of compliance by such Lender in good faith with any Change in Requirement of Law since the Closing Date, (or would conflict with any thereof such Requirement of Law not having the force of law but with which such even though the failure to comply therewith would not be unlawful) or that any Governmental Authority has asserted that it is unlawful for any Lender customarily compliesor its applicable lending office to make, maintain or has become impracticable as a result of a contingency occurring after fund SOFR Loans or to determine or charge interest based upon SOFR, the Closing Date that materially adversely affects the availability of Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR; then, and in each any such event, such Lender or Issuing Bank Lenders (or the Administrative Agent Agent, in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or within a reasonable time and (2) within 10 Business Days of the date on which such event no longer exists thereafter give notice (if by telephone telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing BanksLenders). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued incurred shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing BankLender, upon promptly (but no later than fifteen (15) days) after receipt of written demand therefor, therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank shall determine) as shall be required to compensate such Lender or Issuing Bank for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender or Issuing BankLender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank shall, absent manifest clearly demonstrable error, be final and conclusive and binding upon all parties hereto) hereto and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.10(b) as promptly as possible and, in any event, within the time period required by lawapplicable Requirements of Law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii2.10(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii2.10(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank pursuant to Section 5.01(a)(ii2.10(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Loans ) or require the affected Lender or Issuing Bank to make its requested Loan as an ABR Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one three (3) U.S. Government Securities Business Day’s Days’ notice to the Administrative Agent, require the affected Lender or Issuing Bank to Convert convert each such SOFR Loan into an ABR Loan; provided, however, provided that if more than one Lender or Issuing Bank is are affected at any time, then all affected Lenders or Issuing Banks must be treated in the same manner pursuant to this Section 5.01(b2.10(b). (c) If any Lender shall have determined that If, after the Closing Effective Date, any Change in Law regarding relating to capital adequacy or liquidity by requirements of any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, Lender or compliance by such any Lender or its parent corporation with any request or directive regarding Change in Law relating to capital adequacy or liquidity (whether or not having requirements occurring after the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporationparent’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent corporationparent’s policies with respect to capital adequacy and liquidityor liquidity requirements), then from time to time, within 15 days promptly (but in any event no later than fifteen (15) days) after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any applicable Requirement of Law as in effect on the Effective Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, forth in reasonable detail, detail the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not not, subject to Section 2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.10(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) shall apply with respect to a Benchmark Transaction Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of Section 5.01(a)(iclause (i) below, the Administrative Agent or (y) in the case of Sections 5.01(a)(iiclauses (ii) and (iii) below, any Lender or Issuing Bank other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the interest rate applicable to any SOFR Loan for any Interest Period that, by reason of any changes arising after the Closing Fifth Amendment Effective Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such SOFR Loan; or (ii) at any time, that such Lender or Issuing Bank other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or Issuing Bank other Recipient deems material with respect to any SOFR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) because of (1x) any Change in Law since the Closing Fifth Amendment Effective Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bankother Recipient) or (2y) other circumstances adversely affecting the availability of Term SOFR; or (iii) at any time, that the making or continuance of any SOFR Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Fifth Amendment Effective Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Fifth Amendment Effective Date that materially adversely affects the availability of SOFR; then, and in each such event, such Lender or Issuing Bank other Recipient (or the Administrative Agent in the case of Section 5.01(a)(iclause (i) above) shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or Issuing Banksother Recipients). Thereafter (x) in the case of Section 5.01(a)(iclause (i) above, the affected Type of SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders or Issuing Banks other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice notice of Continuation continuation or Conversion conversion given by the Borrower with respect to such Type of SOFR Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for ABR Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of Section 5.01(a)(iiclause (ii) above, the Borrower shall pay to such Lender or Issuing Bankother Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Bank other Recipient shall determine) as shall be required to compensate such Lender or Issuing Bank other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or Issuing Bankother Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or Issuing Bank other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of Section 5.01(a)(iiiclause (iii) above, the Borrower shall take one of the actions specified in Section 5.01(b2.14(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 5.01(a)(ii2.14(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan affected pursuant to Section 5.01(a)(iii2.14(a)(iii) the Borrower shall) either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender or Issuing Bank other Recipient pursuant to Section 5.01(a)(ii2.14(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of ABR Base Rate Loans or require the affected Lender or Issuing Bank other Recipient to make its requested Loan as an ABR a Base Rate Loan, or (ii) if the affected SOFR Loan is then outstanding, upon at least one Business Day’s notice to the Administrative Agent, require the affected Lender or Issuing Bank other Recipient to Convert each such SOFR Loan into an ABR a Base Rate Loan; provided, however, that if more than one Lender or Issuing Bank other Recipient is affected at any time, then all affected Lenders or Issuing Banks other Recipients must be treated the same pursuant to this Section 5.01(b2.14(b). (c) If any Lender shall have determined that after the Closing Fifth Amendment Effective Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Fifth Amendment Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such XxxxxxLender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 5.01(c2.14(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 5.01(c2.14(c) upon the subsequent receipt of such notice. (d) Notwithstanding the foregoing, the provisions of Section 3.01(a) 2.22 shall apply with respect to a Benchmark Transaction Transition Event. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the The Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 2.14(a) or (c) for any such increased costs cost or reductions reduction incurred more than 270 one hundred eighty (180) days prior to the date that such Lender demands, or Issuing Bank, as the case may be, notifies the Borrower of its intention to demand, compensation therefor; provided that if the Change in Law circumstance giving rise to such increased costs cost or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the 270-such one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.