Common use of Changes in Law Clause in Contracts

Changes in Law. 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 or the Issuing Bank; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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; (iv) 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 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.

Changes in Law. 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 Issuing Bank 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 under this Agreement or under any other Loan Document 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 contributions thereto;; or (iviii) impose on any Lender or any Issuing Bank the London or European interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans or EURIBOR Loans, as the case may be, made by such Lender or any Letter of Credit or 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, continuingconverting to, converting continuing or maintaining any LIBOR Loan or EURIBOR 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 of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)) then, then upon the request of such Lender or such Issuing Bank and subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Changes in Law. 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 or the Issuing Bank; (ii) impose on subject any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, or (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 (iviii) impose on any Lender or the Issuing Bank any other condition affecting this Agreement or SOFR Loans made by such Lender or any Letter of Credit or 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 SOFR Loan (or of maintaining its obligation to make any such Loan) ), or to increase the cost to such Lender, Lender or the 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 to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, Lender or the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, for such additional costs incurred or reduction suffered.

Changes in Law. If any Change in Law shall: (i) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), 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 or participated in by, any Lender or the Issuing BankLender; (ii) impose on shall subject any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, Taxes or Other Taxes indemnified under Section 5.03 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;; or (iviii) impose on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting into, converting continuing 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 Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit or Party to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.

Changes in Law. 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 or the Issuing Bank;Bank (except any such reserve requirement reflected in the Adjusted LIBO Rate); or (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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 (iviii) impose on any Lender, the Issuing Bank or the London interbank market any other condition affecting this Agreement or Loans made by such Lender; 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 Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, of the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make such Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, Lender in connection with any such Loan or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)) or the Issuing Bank with respect to such Letter of Credit, then the Borrower will pay to such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may beapplicable, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may beapplicable, for such additional costs incurred or reduction suffered.

Changes in Law. 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 or the Issuing Bank; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document Credit Party 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; (ivii) impose, modify or hold applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or participations therein) by, or any other acquisition of funds by, any office of such Lender or any Issuing Bank that is not otherwise included in the determination of the Adjusted Term SOFR Rate; or (iii) impose on such Lender or any Issuing Bank or the offshore interbank market for dollars 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; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Credit Party of making, continuingconverting into, converting continuing 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 Credit Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue 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 Credit Party (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, Credit Party such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, Credit Party for such additional costs incurred or reduction suffered.

Changes in Law. If any Change in Law shall(a) If, after the date hereof, due to either: (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 introduction of, or credit extended byany change in, or in the interpretation of, any Lender Law, whether having the force of law or not, resulting in the Issuing Bank;imposition or increase of reserves, deposits or similar requirements by any central bank or Administrative Body charged with the administration thereof; or (ii) impose on the compliance with any Lender guideline or the Issuing Bank request from 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 under this Agreement or under any other Loan Document 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, central bank or other obligationsAdministrative Body (including those in respect of capital adequacy, or its depositsreserves and liquidity) which a Lender, reservesacting reasonably, other liabilities or capital attributable thereto; (iv) and the result of determines that it is required to comply with, there will be any of the foregoing shall be to increase in the cost to such Lender of agreeing to make or such other Recipient of making, continuing, converting funding or maintaining the Credit Facilities, or there will be any Loan (or of maintaining its obligation to make any such Loan) or to increase reduction in the cost effective return to such LenderLender thereunder, then, subject to Section 7.1(b), the Issuing Bank or such other Recipient of participating inBorrower will, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable within 5 Banking Days after being notified by such LenderLender of such event, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, quarterly in arrears, that amount (the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate “Additional Compensation”) which such Lender, the Issuing Bank or such other Recipientacting reasonably, as the case may bedetermines will compensate it, after taking into account all applicable Taxes, for any such additional increased costs or reduced returns incurred or reduction sufferedsuffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 7.1(a), the Borrower will have the option to prepay any amount of the Credit Facilities owed to the Lender entitled to receive the Additional Compensation without obligation to make a corresponding prepayment to any other Lender.

Changes in Law. 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 or the Issuing Bank; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document Credit Party to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (de) 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; (ivii) 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 or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or (iii) impose on any Lender or 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; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Credit Party of making, continuingconverting to, converting continuing 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 Credit Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue 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 Credit Party (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, Credit Party such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, Credit Party for such additional costs incurred or reduction suffered.

Changes in Law. 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 Term SOFR) or the any Issuing Bank; (ii) impose on any Lender or the any Issuing Bank or the applicable offshore 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 under this Agreement or under any other Loan Document recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ba) 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; (iv) ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient 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 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 recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the such Issuing Bank or such other Recipientrecipient, as the case may be, such additional amount or amounts as will compensate such Lender, the such Issuing Bank or such other Recipientrecipient, as the case may be, for such additional costs incurred or reduction suffered.

Changes in Law. If any Change in Law shall(a) If, after the date hereof, due to either: (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 introduction of, or credit extended byany change in, or in the interpretation of any Lender Law, whether having the force of law or not, resulting in the Issuing Bank;imposition or increase of reserves, deposits, compulsory loans, insurance charges or similar requirements by any central bank or Governmental Authority charged with the administration thereof; or (ii) impose on the compliance with any Lender guideline or the Issuing Bank request from 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 under this Agreement or under any other Loan Document 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, central bank or other obligationsGovernmental Authority which a Lender, or its depositsacting reasonably, reservesdetermines that it is required to comply with, other liabilities or capital attributable thereto; (iv) and the result of there will be any of the foregoing shall be to increase in the cost to such Lender of agreeing to make or such other Recipient of making, continuingfunding, converting to or maintaining an Accommodation or there will be any Loan (or of maintaining its obligation to make any such Loan) or to increase reduction in the cost effective return to such LenderLender thereunder, then, subject to Section 11.1(b), the Issuing Bank or such other Recipient of participating inBorrower will, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable within 10 Banking Days after being notified by such LenderLender of such event, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, quarterly in arrears, that amount (the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate "Additional Compensation") which such Lender, the Issuing Bank or such acting reasonably, determines will compensate it, after taking into account all applicable Taxes and all interest and other Recipient, as the case may beamounts received, for any such additional increased costs or reduced returns incurred or reduction sufferedsuffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to convert the Accommodation to another type of Accommodation, in accordance with this Agreement, in respect of which no further such Additional Compensation will be payable, or prepay any amount of the Credit Facilities owed to the Lender entitled to receive the Additional Compensation, subject always to Section

Changes in Law. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementrequirements, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing BankLender; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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 (iviii) 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 that is not otherwise accounted for in the definition of “SOFR” or this clause (a); 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 pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Changes in Law. 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 or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; (ii) impose on subject any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified TaxesTaxes indemnified pursuant to Section 5.03, or (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 (iviii) 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; 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 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 of maintaining its obligation to participate in or to issue 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 otherwiseany other amount), then then, upon request of such Lender, the Issuing Bank or other Recipient, the Borrower 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.

Changes in Law. If any Change in Law shall: (i) impose, modify or deem applicable any reservereserve (including marginal, special, emergency or supplemental reserves), special deposit, liquidity or similar requirement (including any compulsory loan requirementrequirements, 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 Term SOFR Rate) or the Issuing Bankany Issuer; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, Taxes or (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 (iviii) impose on any Lender or any Issuer 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 any Letter of Credit or 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 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 such Issuer 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 such Issuer or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank such Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank such Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Changes in Law. If any Change in Law shall: (i) impose, modify or deem hold applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans or other extensions of credit extended (or participations therein) by, or any other acquisition of funds by, any office of such Lender or any Issuing Bank that is not otherwise included in the Issuing Bank;determination of the Adjusted LIBO Rate; or (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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 (iviii) impose on any Lender or 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; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient the Administrative Agent of making, continuingconverting into, converting continuing 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 of maintaining its obligation to participate in or to issue 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 Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.

Changes in Law. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement against (including any compulsory loan requirement, insurance charge or other assessment) against assessment 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 under this Agreement or under any other Loan Document 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; (iv) ; 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 pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, Recipient such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.

Changes in Law. 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 or the Issuing Bank;Lender, (ii) subject the Lender to any Tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15(c) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender), or (iii) impose on any the Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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;Lender, (iv) 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 making 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 Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction sufferedsuffered from Repayment Sources.

Changes in Law. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementrequirements, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing BankLender; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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 (iviii) impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender that is not otherwise accounted for in the definition of “SOFR” or this clause (a); 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 upon request of such Lender or other Recipient, the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Changes in Law. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementrequirements, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing BankLender; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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 (iviii) impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender that is not otherwise accounted for in this clause (a); 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 pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Changes in Law. 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 or the Issuing BankLender; (ii) impose on any Lender or the Issuing Bank 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 under this Agreement or under any other Loan Document 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; (iv) 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 pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.