If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and # reserve requirements contemplated by [Section 3.04(c)]), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law applicable to such Lender, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender (including subjecting any Lender to any Taxes) of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans or (as the case may be) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Indemnified Taxes, Connection Income Taxes, or any Taxes excluded from the definition of Indemnified Taxes under exceptions (x)(ii) through (x)(iv) thereof or # reserve requirements contemplated by [Section 3.04(c)]), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with [Section 3.06]), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, # the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and # all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued; provided, that to the extent any increased costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act or pursuant to Basel III after the Closing Date, then such Lender shall be compensated pursuant to this [Section 3.04] only if such Lender imposes such charges under other syndicated credit facilities involving similarly situated borrowers that such Lender is a lender under.

If any Lender reasonably determines that as a result of the introduction or adoption of or any change in or in the interpretation or application of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any material increase in the cost to such Lender (or its Affiliate, as the case may be) of agreeing to make or making, funding or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate or (as the case may be) issuing or participating in Letters of Credit or a material reduction in the amount received or receivable by such Lender (or its Affiliate, as the case may be) in connection with any of the foregoing (including Taxes on or in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, but excluding for purposes of this [Section 3.05(a)] any such increased costs or reduction in amount resulting from # Indemnified Taxes indemnifiable under [Section 3.01], # Excluded Taxes, and # reserve requirements reflected in the Eurocurrency Rate), then within 15 days after demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with [Section 3.06]), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

If any [[Lenders:Organization]] determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such [[Lenders:Organization]]’s compliance therewith, there shall be any increase in the cost to such [[Lenders:Organization]] of agreeing to make or making, funding or maintaining EURIBO Rate Loans, Term SOFR Loans, RFR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such [[Lenders:Organization]] in connection with any of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such [[Lenders:Organization]] is organized or has its Lending Office, and # reserve requirements contemplated by [Section 3.04(c)]), then from time to time upon demand of such [[Lenders:Organization]] (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such [[Lenders:Organization]] such additional amounts as will compensate such [[Lenders:Organization]] for such increased cost or reduction.

If, due to either # the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation, administration, implementation or application of (to the extent any such introduction or change occurs after the date hereof) any law, rule, treaty or regulation or # the compliance with any guideline, rule, directive or request of any central bank or other governmental authority (including any supra-national body such as the European Union or the European Central Bank) adopted or made after the date hereof (whether or not having the force of law), there shall be any increase in the cost (other than any Indemnified Taxes, Excluded Taxes or Other Taxes) to any [[Organization B:Organization]] of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit, the [[Organization A:Organization]] shall from time to time, within 30 days after delivery by such [[Organization B:Organization]] to the [[Organization A:Organization]] (with a copy to the Administrative Agent) of a certificate as to the amount of (and specifying in reasonable detail the basis for) such increased cost, pay (subject to [Section 2.12(c)]) to the Administrative Agent for the account of such [[Organization B:Organization]] the amount of the increased costs set forth in such certificate (which certificate shall be conclusive and binding for all purposes, absent manifest error); provided that, before making any such demand, each [[Organization B:Organization]] agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such [[Organization B:Organization]], be otherwise disadvantageous to such [[Organization B:Organization]].

Section # . Increased Costs and Reduction of Return.(a)If any Bank shall determine that, due to and as a direct result of any Change in Law (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurocurrency Rate), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any Eurocurrency Rate Loans (or, in the case of any imposition or increase in taxes, any Loans) (including any imposition or increase in taxes (other than # withholding taxes imposed on or with respect to any payment made by or on account of any obligation of the Company under any Loan Document or # Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or of agreeing to issue or participate in or issuing or participating in any Letters of Credit, then the Company shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. For the avoidance of doubt, this [Section 3.03(a)] does not apply to increased costs as a result of # taxes described in [Section 3.01(a)(i), (ii) or (iii), (B)])])])] Taxes as defined in [Section 3.01(a), or (C)])] Other Taxes.

SECTION # Increased Costs. (a) If, due to either # the introduction of or any change after the Effective Date in or in the interpretation of any law or regulation or # the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), # there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, # any Lender or its Applicable Lending Office is subjected to any Taxes, or there shall be a change the basis of taxation of payments to such Lender (other than with respect to Taxes for which Lenders are indemnified under [Section 2.14] and Excluded Taxes as to both of which [Section 2.14] shall govern), or # there shall be imposed, modified or deemed applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.