Common use of 15Increased Costs Clause in Contracts

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; (ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, pay to such Lender, Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (c) 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) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 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 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 by delivery of a certificate in accordance with clause (c) of this Section 2.15; 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.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except or any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; (ii) subject any Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes, in each case that are indemnifiable under Section 2.17 or Excluded Taxes); or (iii) impose on any Lender or the any Issuing Bank or the London applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR Loans or ABR Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Term SOFR Loan or ABR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Lender or Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, the Lender or Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower willthen, following receipt from time to time upon request of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this SectionBank, the Borrower will pay to such Lender, Lender or Issuing Bank or such other RecipientBank, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or Issuing Bank or such other RecipientBank, as the case may be, for such additional increased costs actually incurred or reduction actually suffered. (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then then, from time to time the Borrower will, following receipt upon request of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this SectionBank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction actually suffered. (c) A certificate of a Lender or the an Issuing Bank setting forth in reasonable detail 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) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 15 days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 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 for any increased costs incurred or reductions incurred suffered more than 270 180 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 by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) Notwithstanding any other provision of this Section, no Lender or Issuing Bank shall demand compensation for any increased cost or reduction pursuant to this Section if it shall not at the time be the general policy or practice of such Lender or Issuing Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements of similarly situated borrowers.

15Increased Costs. (a1) If any Change in Law shallLaw: (ia) imposeimposes, modify modifies or deem deems applicable any reserve, special deposit, liquidity deposit or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; (iib) impose imposes on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense condition (other than Taxes) affecting this Agreement or SOFR Loans made by such Lender or any Letter of Credit or participation therein; or (iiic) subject subjects any Recipient to any Taxes (other than (Aa) Indemnified Taxes, (Bb) Taxes described in clauses (b2) through (d5) of the definition of Excluded Taxes and (Cc) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be is to increase the cost to such Lender or such other Recipient of making, continuing, converting making or maintaining any SOFR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Lender or Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Lender or Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from applicable Borrowers will pay to such Lender or Issuing Bank in accordance with clause (c) of this Section, pay to such Lender, Issuing Bank or such other RecipientBank, as the case may beapplicable, such additional amount or amounts as will compensate such Lender, Lender or Issuing Bank or such other RecipientBank, as the case may beapplicable, for such additional costs incurred or reduction suffered. (b2) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, applicable Borrowers will pay to such Lender or such Issuing Bank, as the case may beapplicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. (c3) A certificate of a Lender or the an 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 beapplicable, as specified in paragraph (a1) or (b2) of this Section shall 2.15 will be delivered to the Borrower Borrowers and shall will be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower shall applicable Borrowers will pay such Lender or Issuing Bank, as the case may beapplicable, the amount shown as due on any such certificate within 10 ten days after receipt thereof. (d4) Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank will notify the Borrowers thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall 2.15 will not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall Borrowers will not be required to compensate a Lender or the an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 180 days prior to the date that such Lender or the Issuing Bank, as the case may beapplicable, notifies the Borrower Borrowers 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 by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further thatprovided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270180-day period referred to above shall will be extended to include the period of retroactive effect thereof.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; (ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement, the Commitments of, or the Loans made by, or participations in Letters of Credit Credit, Overadvances, Protective Advances or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. (c) 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) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. 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 ten (10) Business Days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 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 for any increased costs or reductions incurred more than 270 one hundred eighty (180) 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 by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day one hundred eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Term SOFR Rate) or the Issuing Bank;; ​ ANTERO CREDIT AGREEMENT ​ ​ ​ (ii) impose on any Lender or the Issuing Bank or the London applicable offshore interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (c) 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) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 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 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 by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; 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.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 any Issuing Bank (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;); or (ii) impose on any Lender or the any Issuing Bank or the London interbank interbankapplicable market any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or EurocurrencySOFR Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principalLoans, letters of credit, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the actual cost to such Lender or such other Recipient of making, continuing, converting making or maintaining any EurocurrencySOFR Loan (or of maintaining its obligation to make any such Loan) or to increase the actual cost to such Lender, the Lender or Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, the Lender or Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower willthen, following receipt from time to time upon request of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this SectionBank, the Borrower will pay to such Lender, Lender or Issuing Bank or such other RecipientBank, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or Issuing Bank or such other RecipientBank, as the case may be, for such additional increased costs actually incurred or reduction actually suffered, provided that to the extent any such costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives enacted or promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and Basel III after the Effective Date, then such Lender shall be compensated pursuant to this Section 2.15(a) only to the extent such Lender is imposing such charges on similarly situated borrowers under the other syndicated credit facilities that such Lender is a lender under. Notwithstanding the foregoing, this paragraph (a) will not apply to (A) Indemnified Taxes or Other Taxes or (B) Excluded Taxes. (b) If any Lender or the Issuing Bank determines that any Change in Law regarding liquidity or capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to liquidity or capital adequacy and liquidityadequacy), then then, from time to time the Borrower will, following receipt upon request of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this SectionBank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction actually suffered. (c) A certificate of a Lender or the an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding companycompany in reasonable detail, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days 15 Business Days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 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 for any increased costs incurred or reductions incurred suffered more than 270 180 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 by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereof.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;Lender; or (ii) impose on any the Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such the Lender or any Letter letter of Credit or participation thereincredit; or (iii) subject any Recipient the Lender to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described the imposition of, or any change in clauses (b) through (d) of the definition of rate of, Excluded Taxes and (C) Connection Income Taxes) on its loans, loan ​ principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such the Lender or such other Recipient of making, continuing, converting into or maintaining any Loan Advance (or of maintaining its obligation to make any such LoanAdvance) or to increase the cost to such Lender, the Issuing Bank or such other Recipient Lender of participating in, issuing or maintaining any Letter letter of Credit credit or to reduce the amount of any sum received or receivable by such the Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, Borrowers will pay to such Lender, Issuing Bank or such other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any the Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such the Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement, the Commitments of or the Loans Advances made by, or participations in Letters of Credit held by, such the Lender, or the Letters letters of Credit credit issued by the Issuing BankLender, to a level below that which such the Lender or the Issuing Bank or such Lender’s or the Issuing BankXxxxxx’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing BankXxxxxx’s policies and the policies of such Lender’s or the Issuing BankXxxxxx’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of a the Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such the Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such amount or amounts was determined shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower Borrowers shall pay such the Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof. (d) Failure or delay on the part of any the Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such the Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a the Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 180 days prior to the date that such the Lender or the Issuing Bank, as the case may be, notifies the Borrower Borrowers of the Change in Law giving rise to such increased costs or reductions and of such the Lender’s or the Issuing Bank’s intention to claim compensation therefor by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereof.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;Lender; or (ii) impose on any the Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such the Lender or any Letter letter of Credit or participation thereincredit; or (iii) subject any Recipient the Lender to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described the imposition of, or any change in clauses (b) through (d) of the definition of rate of, Excluded Taxes and (C) Connection Income Taxes) on its loans, loan ​ ​ principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such the Lender or such other Recipient of making, continuing, converting into or maintaining any Loan Advance (or of maintaining its obligation to make any such LoanAdvance) or to increase the cost to such Lender, the Issuing Bank or such other Recipient Lender of participating in, issuing or maintaining any Letter letter of Credit credit or to reduce the amount of any sum received or receivable by such the Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, Borrowers will pay to such Lender, Issuing Bank or such other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any the Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such the Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement, the Commitments of or the Loans Advances made by, or participations in Letters of Credit held by, such the Lender, or the Letters letters of Credit credit issued by the Issuing BankLender, to a level below that which such the Lender or the Issuing Bank or such Lender’s or the Issuing BankXxxxxx’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing BankXxxxxx’s policies and the policies of such Lender’s or the Issuing BankXxxxxx’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of a the Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such the Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such amount or amounts was determined shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower Borrowers shall pay such the Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof. (d) Failure or delay on the part of any the Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such the Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate a the Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 180 days prior to the date that such the Lender or the Issuing Bank, as the case may be, notifies the Borrower Borrowers of the Change in Law giving rise to such increased costs or reductions and of such the Lender’s or the Issuing Bank’s intention to claim compensation therefor by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereof.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Term SOFR Rate) or the any Issuing Bank;; or (ii) impose on subject any Lender or the any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes Tax (other than (Ax) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Other Taxes indemnifiable under Section 2.17 or (Cy) Connection Income Excluded Taxes) on with respect to its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any Issuing Bank any other condition affecting this Agreement or Term SOFR Rate Loans made by such Lender or any Letter of Credit participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting making or maintaining any such Loan (or of maintaining its obligation to make any such Loan) Loan or to increase the cost to such Lender, the Lender or Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Lender or Issuing Bank or such other Recipient hereunder (hereunder, whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from will pay to such Lender or Issuing Bank in accordance with clause (c) of this Section, pay to such Lender, Issuing Bank or such other RecipientBank, as the case may beapplicable, such additional amount or amounts as will compensate such Lender, Lender or Issuing Bank or such other RecipientBank, as the case may beapplicable, for such additional costs actually incurred or reduction sufferedactually suffered as reasonably determined by the Administrative Agent, such Lender or Issuing Bank, as applicable (which determination shall be made in good faith and in a manner substantially consistent with the determinations being made for similarly situated customers of the Administrative Agent, such Lender or Issuing Bank, as applicable, under agreements having provisions similar to this Section 2.15(a)). (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans or Commitments made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, shall pay to such Lender or such Issuing Bank, as the case may beapplicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction sufferedsuffered as reasonably determined by such Lender or such Issuing Bank (which determination shall be made in good faith and in a manner substantially consistent with determinations being made for similarly situated customers of such Lender or such Issuing Bank under agreements having provisions similar to this Section 2.15(b)). (c) A certificate of a Lender or the an Issuing Bank setting forth describing in reasonable detail the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may beapplicable, as specified in paragraph clause (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that any such certificate claiming amounts described in each case such Lender clause (x) or Issuing Bank shall determine (y) of the definition of “Change in Law” shall, in ​ ​ ​ addition, state the basis upon which such amount or amounts in good faith has been calculated and in a manner generally consistent with certify that such Lender’s or such Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation, is not inconsistent with its treatment of other borrowers, which as a credit matter, are similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions the Borrower and which are subject to similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevantprovisions. The Borrower shall pay such Lender or such Issuing Bank, as the case may beapplicable, the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof. (d) Promptly after any Lender or Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or such Issuing Bank shall notify the Borrower thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the such Issuing Bank’s right to demand such compensation; provided provided, that the Borrower shall not be required to compensate a Lender or the an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 one hundred and eighty (180) days prior to the date that such Lender or the such Issuing Bank, as the case may be, applicable notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the such Issuing Bank’s intention to claim compensation therefor by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day one hundred and eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the any Issuing Bank; (ii) impose on any Lender or the any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Lender or such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable receiv­able by such Lender, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from will pay to such Lender or such Issuing Bank in accordance with clause (c) of this Section, pay to such Lender, Issuing Bank or such other RecipientBank, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of a Lender or the applicable Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as the case may be, as specified in paragraph clause (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 ten days after receipt thereof. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation pursuant to clauses (a), (b) and (c) of this Section 2.15 shall not constitute a waiver of such Lender’s or the ​ ​ ​ such Issuing Bank’s right to demand such compensation; provided provided, that the Borrower shall not be required to compensate a Lender or the an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 180 days prior to the date that such Lender or the such 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 such Issuing Bank’s intention to claim compensation therefor by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) If any Lender or any Issuing Bank incurs any Mandatory Costs attributable to the Obligations, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such Mandatory Costs. Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing BankLender; (ii) impose on any Lender or the Issuing Bank or the London applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinLender; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender, Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction sufferedsuffered as reasonably determined by the Administrative Agent or such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent or such Lender, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as the Administrative Agent or such Lender, as applicable, then reasonably determines to be relevant). (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans made by, or participations in Letters of Credit held by, by such Lender, or the Letters of Credit issued by the Issuing Bank, Lender to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction sufferedsuffered as reasonably determined by the Administrative Agent or such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent or such Lender, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as the Administrative Agent or such Lender, as applicable, then reasonably determines to be relevant). (c) A certificate of a Lender or setting forth, in reasonable detail, the Issuing Bank setting forth basis and calculation of 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 clause (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that in each case such Lender or Issuing Bank shall determine such amount or amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevant. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 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 2.15 for any increased costs or reductions incurred more than 270 120 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 BankXxxxxx’s intention to claim compensation therefor by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270120-day period referred to above shall be extended to include the period of retroactive effect thereof.

15Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity deposit or similar requirement (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 (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;); or (ii) subject any Lender to any Tax with respect to any Loan Document (other than (i) Taxes indemnifiable under Section 2.17 or (ii) Excluded Taxes); or (iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient Lender hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, will pay to such Lender, Issuing Bank or such other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of any Loan Document this Agreement or the Loans made by, or participations in Letters of Credit held by, by such Lender, or the Letters of Credit issued by the Issuing Bank, Lender to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidityadequacy), then from time to time the Borrower will, following receipt of a certificate from such Lender or Issuing Bank in accordance with clause (c) of this Section, shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. (c) 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 beapplicable, as specified in paragraph clause (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that any such certificate claiming amounts described in each case such Lender clause (x) or Issuing Bank shall determine (y) of the definition of “Change in Law” shall, in addition, state the basis upon which such amount or amounts in good faith has been calculated and in a manner generally consistent with certify that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements having provisions the Borrower and which are subject to similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines to be relevantprovisions. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Promptly after any Lender has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender shall notify the Borrower thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided ​ ​ provided, that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 180 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 by delivery of a certificate in accordance with clause (c) of this Section 2.15therefor; provided further provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-180 day period referred to above shall be extended to include the period of retroactive effect thereof.