Common use of Additional Costs Capital Adequacy Clause in Contracts

Additional Costs Capital Adequacy. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank; (ii) 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; or (iii) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is to increase the cost to such Bank of making or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Bank, the Borrower will pay to the Bank such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered. (b) If any Bank determines that any Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by such Bank to a level below that which such Bank or such Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Bank’s policies and the policies of such Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank’s holding company for any such reduction suffered. (c) A certificate of a Bank setting forth the computation of and the amount or amounts necessary to compensate the Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Additional Costs Capital Adequacy. (a) If any Regulatory Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement 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 Issuing Bank; (ii) impose on any Lender or 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; or and (iiix) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is shall be to increase the cost to such Bank Lender or such other Recipient of making making, continuing, converting or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan)) or to increase the cost to such Lender, 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, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or any otherwise) and (y) such Lender, Issuing Bank or other amount) then, upon request Recipient is generally imposing such costs or amounts on other borrowers of such BankLender, Issuing Bank or other Recipient in similar circumstances, then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the Bank 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 (i) any Lender or Issuing Bank determines that any Regulatory Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Bank Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Regulatory Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy)adequacy and liquidity) and (ii) such Lender or Issuing Bank is generally imposing such additional amount or amounts on other borrowers of such Lender or Issuing Bank in similar circumstances, then from time to time the Borrower will pay to such Bank 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 Issuing Bank setting forth the computation of and the amount or amounts necessary to compensate the such Lender or Issuing Bank or its holding company, as the case may be, as specified in subsection paragraph (a) or (b) of this Section and shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Bank Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 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 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 Regulatory Change 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 Regulatory Change 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. (e) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Bid Rate Loan if the Regulatory Change that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Bid Rate Quote pursuant to which such Loan was made.

Additional Costs Capital Adequacy. Borrower shall promptly pay to Lender from time to time such amounts as Lender may determine to be necessary to compensate Lender for any costs incurred by Lender that it determines are attributable to its making or maintaining of any Libor Rate Advances to Borrower, any reduction in any amount receivable by Lender from Borrower under this Agreement or any of the other Loan Documents in respect of any of such Libor Rate Advances or such obligation or the maintenance by Lender of capital in respect of the Loan (a) If such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change in Law shall: that: (i) imposechanges the basis of taxation of any amounts payable to Lender under this Agreement or any of the other Loan Documents in respect of the Loan (other than taxes, modify fees, duties, levies, imposts, charges, deductions, withholdings or deem applicable other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.11(a)); or (ii) imposes or modifies any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement against to the extent utilized in the determination of the Applicable Libor Rate for the Loan) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities of, or credit extended by, any Bank; (ii) 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, commitmentsLender, or other obligations, any commitment of Lender; or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is to increase the cost to such Bank of making or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Bank, the Borrower will pay to the Bank such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered. (b) If any Bank determines that any Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by such Bank Lender to a level below that which such Bank or such Bank’s holding company Lender could have achieved but for such Regulatory Change in Law (taking into consideration such BankLender’s policies and the policies of such Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank’s holding company for any such reduction suffered. (c) A certificate of a Bank setting forth the computation of and the amount or amounts necessary to compensate the Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Additional Costs Capital Adequacy. (a) If any Regulatory Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any BankLender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate); (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender 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; or and (iiix) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is shall be to increase the cost to such Bank Lender or such other Recipient of making making, continuing, converting or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), ) or to reduce the amount of any sum received or receivable by such Bank Lender or such other Recipient hereunder (whether of principal, interest or any otherwise) and (y) such Lender or other amount) then, upon request Recipient is generally imposing such costs or amounts on other borrowers of such BankLender or other Recipient in similar circumstances, then the Borrower will pay to such Lender or such other Recipient, as the Bank case may be, such additional amount or amounts as will compensate such Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If (i) any Bank Lender determines that any Regulatory Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such BankLender’s capital or on the capital of such BankLender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank Agreement or the Loans made by such Bank Lender to a level below that which such Bank Lender or such BankLender’s holding company could have achieved but for such Regulatory Change in Law (taking into consideration such BankLender’s policies and the policies of such BankLender’s holding company with respect to capital adequacy)adequacy and liquidity) and (ii) such Lender is generally imposing such additional amount or amounts on other borrowers of such Lender in similar circumstances, then from time to time the Borrower will pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such BankLender’s holding company for any such reduction suffered. (c) A certificate of a Bank Lender setting forth the computation of and the amount or amounts necessary to compensate the Bank such Lender or its holding company, as the case may be, as specified in subsection paragraph (a) or (b) of this Section and shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Bank Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Regulatory Change 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.

Additional Costs Capital Adequacy. (a) If any Regulatory Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any BankLender (except any such reserve requirement reflected in the Adjusted LIBO Rate or the Replacement Rate); (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender 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; or and (iiix) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is shall be to increase the cost to such Bank Lender or such other Recipient of making making, continuing, converting or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), ) or to reduce the amount of any sum received or receivable by such Bank Lender or such other Recipient hereunder (whether of principal, interest or any otherwise) and (y) such Lender or other amount) then, upon request Recipient is generally imposing such costs or amounts on other borrowers of such BankLender or other Recipient in similar circumstances, then the Borrower will pay to such Lender or such other Recipient, as the Bank case may be, such additional amount or amounts as will compensate such Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If (i) any Bank Lender determines that any Regulatory Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such BankLender’s capital or on the capital of such BankLender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank Agreement or the Loans made by such Bank Lender to a level below that which such Bank Lender or such BankLender’s holding company could have achieved but for such Regulatory Change in Law (taking into consideration such BankLender’s policies and the policies of such BankLender’s holding company with respect to capital adequacy)adequacy and liquidity) and (ii) such Lender is generally imposing such additional amount or amounts on other borrowers of such Lender in similar circumstances, then from time to time the Borrower will pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such BankLender’s holding company for any such reduction suffered. (c) A certificate of a Bank Lender setting forth the computation of and the amount or amounts necessary to compensate the Bank such Lender or its holding company, as the case may be, as specified in subsection paragraph (a) or (b) of this Section and shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Bank Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Regulatory Change 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.

Additional Costs Capital Adequacy. (a) If any Regulatory Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any BankLender; (ii) impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; 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; or and (iiix) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is shall be to increase the cost to such Bank Lender or such other Recipient of making making, continuing, converting or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), ) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Bank hereunder Lender (whether of principal, interest or any otherwise) and (y) such Lender, is generally imposing such costs or amounts on other amount) then, upon request borrowers of such BankLender or other Recipient in similar circumstances, then the Borrower will pay to such Lender or such other Recipient, as the Bank case may be, such additional amount or amounts as will compensate such Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If (i) any Bank Lender determines that any Regulatory Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such BankLender’s capital or on the capital of such BankLender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank Agreement or the Loans made by such Bank Lender to a level below that which such Bank Lender or such BankLender’s holding company could have achieved but for such Regulatory Change in Law (taking into consideration such BankLender’s policies and the policies of such BankXxxxxx’s holding company with respect to capital adequacy)adequacy and liquidity) and (ii) such Lender is generally imposing such additional amount or amounts on other borrowers of such Lender in similar circumstances, then from time to time the Borrower will pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such BankXxxxxx’s holding company for any such reduction suffered. (c) A certificate of a Bank Lender setting forth the computation of and the amount or amounts necessary to compensate the Bank such Lender or its holding company, as the case may be, as specified in subsection paragraph (a) or (b) of this Section and shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Bank Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Regulatory Change 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.

Additional Costs Capital Adequacy. (a) If any Regulatory Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any BankLender (except any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender 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; or and (iiix) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is shall be to increase the cost to such Bank Lender or such other Recipient of making making, continuing, converting or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), ) or to reduce the amount of any sum received or receivable by such Bank Lender or such other Recipient hereunder (whether of principal, interest or any otherwise) and (y) such Lender or other amount) then, upon request Recipient is generally imposing such costs or amounts on other borrowers of such BankLender or other Recipient in similar circumstances, then the Borrower will pay to such Lender or such other Recipient, as the Bank case may be, such additional amount or amounts as will compensate such Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If (i) any Bank Lender determines that any Regulatory Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such BankLender’s capital or on the capital of such BankLender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank Agreement or the Loans made by such Bank Lender to a level below that which such Bank Lender or such BankLender’s holding company could have achieved but for such Regulatory Change in Law (taking into consideration such BankLender’s policies and the policies of such BankLender’s holding company with respect to capital adequacy)adequacy and liquidity) and (ii) such Lender is generally imposing such additional amount or amounts on other borrowers of such Lender in similar circumstances, then from time to time the Borrower will pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such BankLender’s holding company for any such reduction suffered. (c) A certificate of a Bank Lender setting forth the computation of and the amount or amounts necessary to compensate the Bank such Lender or its holding company, as the case may be, as specified in subsection paragraph (a) or (b) of this Section and shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Bank Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Regulatory Change 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.

Additional Costs Capital Adequacy. (a) If the adoption of or any Change change in any Requirement of Law shallor in the interpretation or application thereof applicable to the Bank, or compliance by the Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the date hereof: (i) shall subject the Bank to any tax of any kind whatsoever with respect to any Letter of Credit, any Eurodollar Loan, or its obligation to issue Letters of Credit or make Eurodollar Loans, or change the basis of taxation of payments to the Bank in respect thereof (except for Taxes covered by Section 3.4 and changes in taxes measured by or imposed upon the overall net income, or franchise taxes (imposed in lieu of such net income tax), of the Bank or its applicable lending office, branch, or any affiliate thereof); (ii) shall impose, modify or deem hold applicable any reserve, special deposit, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans, letters of credit or other extensions of credit extended by, or any other acquisition of funds by, any Bank; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) office of the definition Bank, which requirement is not otherwise included in the determination 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 theretothe Eurodollar Rate hereunder; or (iii) shall impose on any the Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is to increase the cost to such the Bank of issuing or maintaining Letters of Credit or of making or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof or of its Commitment hereunder, then from time to time, within 2 Business Days after submission by the amount Bank to the Borrower of any sum received or receivable by such Bank hereunder (whether of principal, interest or any other amount) then, upon a written request of such Banktherefor, the Borrower shall pay to the Bank (i) any additional amounts necessary to compensate the Bank for such increased cost or reduced amount receivable attributable to its issuance or maintenance of any Letters of Credit or its making or maintaining any Eurodollar Loans, and such additional amount or amounts as will compensate the Bank for such increased cost or reduced amounts receivable attributable to this Agreement, the Bank's obligation to issue or maintain Letters of Credit, the Bank's Commitment and the credit facilities provided hereunder; provided that, in any such case, if the compensation required to be provided by it hereunder relates to Eurodollar Loans, the Borrower may elect to convert the Eurodollar Loans to Base Rate Loans by giving the Bank at least one Business Day's notice of such election, in which case the Borrower shall promptly pay to the Bank upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.5. If the Bank becomes entitled to claim any additional amounts pursuant to this Section 3.3, it shall provide prompt notice thereof to the Borrower. Such notice as to any additional amounts payable pursuant to this Section 3.3 submitted by the Bank to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the other Loan Documents and the payment in full of the Notes and all other amounts payable hereunder. (b) If the Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority, in each case made subsequent to the date hereof, does or shall have the effect of reducing the rate of return on the Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation could have achieved but for such change or compliance (taking into consideration the Bank's or such corporation's policies with respect to capital adequacy), then from time to time, within 2 Business Days after submission by the Bank to the Borrower of a written request therefor, (i) the Borrower shall pay to the Bank such additional amount or amounts as will compensate such the Bank for such additional costs incurred reduction attributable to its issuance or reduction suffered. maintenance of the Letters of Credit hereunder, or its making or maintaining of Eurodollar Loans hereunder, and (bii) If any Bank determines that any Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by such Bank to a level below that which such Bank or such Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Bank’s policies and the policies of such Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will shall pay to such the Bank such additional amount or amounts as will compensate such the Bank or such Bank’s holding company corporation for any such reduction sufferedattributable to this Agreement, its obligation to issue Letters of Credit hereunder, its Commitment hereunder and the credit facilities provided hereunder to the Borrower. (c) A certificate of a Bank setting forth the computation of and the amount or amounts necessary to compensate If the Bank or its holding company, as requests compensation from the case may be, as specified in subsection Borrower pursuant to paragraph (a) or (b) of this Section and delivered 3.3, the Bank will deliver to the Borrower a certificate setting forth in reasonable detail the basis and amount of such request and such certificate shall be conclusive as to the amount set forth therein, absent manifest error. In determining such amount, the Bank may make such uniformly applied estimates, assumptions, allocations among its assets and liabilities and the like as it determines in good faith to be appropriate, and the determinations made by the Bank on the basis thereof shall be final, binding and conclusive upon the Borrower, except, in the case of such determinations, for manifest errors. The covenants and obligations of the Borrower set forth in this Section 3.3 shall pay such Bank survive the amount shown as due on any such certificate within ten (10) days after receipt thereoftermination of this Agreement, the expiration of the Letters of Credit and the payment of the Loans and all other amounts payable hereunder.

Additional Costs Capital Adequacy. (a) If the adoption of or any Change change in any Requirement of Law shall:or in the interpretation or application thereof applicable to any Creditor, or compliance by any Creditor with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the date hereof (or, if later, the date on which such Creditor becomes a Creditor hereunder): (i) shall subject such Creditor to any tax of any kind whatsoever with respect to any Letter of Credit issued or maintained by it, any LIBOR Loan made or maintained by it, or its obligation to issue or participate in Letters of Credit or make LIBOR Loans, or change the basis of taxation of payments to such Creditor in respect thereof (except for Taxes covered by Section 3.4 and changes in taxes measured by or imposed upon the overall net income, or franchise taxes (imposed in lieu of such net income tax), of such Creditor or its applicable lending office, branch, or any affiliate thereof); (ii) shall impose, modify or deem hold applicable any reserve, special deposit, compulsory loan, insurance charge loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans, letters of credit or other extensions of credit extended by, or any other acquisition of funds by, any Bank; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxesoffice of such Creditor, (B) Taxes described which requirement is not otherwise included in clauses (b) through (d) the determination 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 theretoLIBO Rate hereunder; or (iii) shall impose on any Bank or the London interbank market such Creditor any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is to increase the cost to such Bank Creditor of issuing, maintaining or participating in Letters of Credit or of making or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), Loans or to reduce the any amount receivable hereunder in respect thereof or of any sum received or receivable its Revolving Commitment hereunder, then from time to time, within 2 Business Days after submission by such Bank hereunder Creditor to the Borrowers (whether with a copy to the Administrative Agent) of principal, interest or any other amount) then, upon a written request of such Banktherefor, the Borrower will Borrowers shall pay to the Bank such Creditor (i) any additional amounts necessary to compensate such Creditor for such increased cost or reduced amount receivable attributable to its issuance, maintenance or participation in any Letters of Credit or its making or maintaining any LIBOR Loans, and such additional amount or amounts as will compensate such Bank Creditor for such increased cost or reduced amounts receivable attributable to this Agreement, such Creditor's obligation to issue, maintain or participate in Letters of Credit, such Creditor's Commitment and the credit facilities provided hereunder; provided that, in any such case, if the compensation required to by provided by it hereunder relates to a LIBOR Loan, the Borrowers may elect to convert the Affected LIBOR Loans made by the relevant Lender to it hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day's notice of such election, in which case the Borrowers shall promptly pay to the Administrative Agent for the account of such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.5. If any Creditor becomes entitled to claim any additional costs incurred or reduction sufferedamounts pursuant to this Section 3.3, it shall provide prompt notice thereof to the Borrowers, through the Administrative Agent. Such notice as to any additional amounts payable pursuant to this Section 3.3 submitted by such Creditor, through the Administrative Agent, to the Borrowers shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the other Loan Documents and the payment in full of the Notes and all other amounts payable hereunder. (b) If any Bank determines Creditor shall have determined that any Change in Law affecting such Bank the adoption of or any Lending Office change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Bank Creditor or any corporation controlling such Bank’s holding companyCreditor with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority, in each case made subsequent to the date hereof (or, if anylater, regarding capital the date on which such Creditor becomes a Creditor hereunder), does or liquidity requirements has or would shall have the effect of reducing the rate of return on such Bank’s Creditor's or such corporation's capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by such Bank its obligations hereunder to a level below that which such Bank Creditor or such Bank’s holding company corporation could have achieved but for such Change in Law change or compliance (taking into consideration such Bank’s Creditor's or such corporation's policies and the policies of such Bank’s holding company with respect to capital adequacy), then from time to time time, within 2 Business Days after submission by such Creditor to the Borrower will Borrowers (with a copy to the Administrative Agent) of a written request therefor, (i) the Borrowers shall pay to such Bank Creditor such additional amount or amounts as will compensate such Bank Creditor for such reduction attributable to its issuance or maintenance of or participation in the Letters of Credit hereunder, or its making or maintaining of LIBOR Loans hereunder, and (ii) the Borrowers shall pay to such Creditor such additional amount or amounts as will compensate such Creditor or such Bank’s holding company corporation for any such reduction sufferedattributable to this Agreement, its obligation to issue or participate in Letters of Credit hereunder, its Commitment hereunder and the credit facilities provided hereunder to the Borrowers. (c) A certificate of a Bank setting forth If any Creditor requests compensation from the computation of and the amount or amounts necessary Borrowers pursuant to compensate the Bank or its holding company, as the case may be, as specified in subsection paragraph (a) or (b) of this Section and delivered 3.3, such Creditor will deliver to the Borrower Borrowers a certificate setting forth in reasonable detail the basis and amount of such request (with a copy to the Administrative Agent) and such certificate shall be conclusive as to the amount set forth therein, absent manifest error. In determining such amount, such Creditor may make such estimates, assumptions, allocations among its assets and liabilities and the like as it determines in good faith to be appropriate, and the determinations made by such Creditor on the basis thereof shall be final, binding and conclusive upon the Borrowers, except, in the case of such determinations, for manifest errors. The Borrower covenants and obligations of the Borrowers set forth in this Section 3.3 shall pay such Bank survive the amount shown as due on any such certificate within ten (10) days after receipt thereoftermination of this Agreement, the expiration of the Letters of Credit and the payment of the Loans and all other amounts payable hereunder.

Additional Costs Capital Adequacy. (a) If any Regulatory Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended by, any BankLender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate); (ii) impose on any Lender or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender 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; or and (iiix) impose on any Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Bank; and the result of any of the foregoing is shall be to increase the cost to such Bank Lender or such other Recipient of making making, continuing, converting or maintaining any Loan the interest of which is determined by reference to the LIBOR Rate or the Three Month LIBOR Rate (or of maintaining its obligation to make any such Loan), ) or to reduce the amount of any sum received or receivable by such Bank Lender or such other Recipient hereunder (whether of principal, interest or any otherwise) and (y) such Lender or other amount) then, upon request Recipient is generally imposing such costs or amounts on other borrowers of such BankLender or other Recipient in similar circumstances, then the Borrower will pay to such Lender or such other Recipient, as the Bank case may be, such additional amount or amounts as will compensate such Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If (i) any Bank Lender determines that any Regulatory Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such BankLender’s capital or on the capital of such BankLender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank Agreement or the Loans made by such Bank Lender to a level below that which such Bank Lender or such BankLender’s holding company could have achieved but for such Regulatory Change in Law (taking into consideration such BankLender’s policies and the policies of such BankXxxxxx’s holding company with respect to capital adequacy)adequacy and liquidity) and (ii) such Lender is generally imposing such additional amount or amounts on other borrowers of such Lender in similar circumstances, then from time to time the Borrower will pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such BankXxxxxx’s holding company for any such reduction suffered. (c) A certificate of a Bank Lender setting forth the computation of and the amount or amounts necessary to compensate the Bank such Lender or its holding company, as the case may be, as specified in subsection paragraph (a) or (b) of this Section and shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Bank Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Regulatory Change 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.