Common use of Increased Costs Generally Clause in Contracts

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; (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 Lender any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to timeD)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; (ii) subject Lender or 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 theretoIssuing Bank; or (iiiii) impose on any Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term Benchmark Loans or RFR Loans made by such Lender thereinor any Letter of Credit or participation in any such Loan or Letter of Credit; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Lenders of making, converting to, continuing or maintaining any Term Benchmark Loan or RFR Loan (or of maintaining its obligation to make any such Loan)) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) thenotherwise), then upon written the request of such Lender or other Recipient, such Issuing Bank the Borrower shall promptly will pay to any such Lender or other Recipientsuch Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or other Recipientsuch Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph if not generally claiming similar compensation from its other similar customers in similar circumstances (it being understood that no Lender shall be required to disclose price sensitive information or any other information).

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or L/C Issuer (except any reserve requirement reflected in Term SOFR); (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 Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender thereinor any Letter of Credit or participation in any such Loan or Letter of Credit; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender Party; (ii) subject any Recipient Lender Party to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Loan made by it, or other obligationschange the basis of taxation of payments to such Lender Party in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.17 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender Party); or (iii) impose on any Lender Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurodollar 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, converting to, continuing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender 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 or such other Recipient Party hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientParty, the applicable Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, Party such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Party for such additional costs incurred or reduction suffered, in each case to the extent applicable to the Loans or LC Exposure related to such Borrower.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing 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 Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, 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, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender Party; (ii) subject any Recipient Lender Party to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Loan made by it, or other obligationschange the basis of taxation of payments to such Lender Party in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.17 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender Party); or (iii) impose on any Lender Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurodollar 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, converting to, continuing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender 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 or such other Recipient Party hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientParty, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, Party such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Party for such additional costs incurred or reduction suffered, in each case to the extent applicable to the Loans or LC Exposure related to the Borrower.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; , or (iii) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, 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 Lender 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 Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Issuing Lender or other Recipient, the Borrower shall promptly pay to any such Lender, the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer; (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 Lender or the L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any SOFR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of within fifteen days after demand by such Lender or other Recipientthe L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; (ii) subject result in any Recipient increase in Tax to any Lender or any Issuing Bank (except for Indemnified Taxes (other than (A) Indemnified or Other Taxes covered by Section 2.14 and any Excluded 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 Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurodollar 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, converting to, continuing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank 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 or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) ), in each case by an amount reasonably deemed by such Lender to be material, then, upon written request of such Lender or other Recipientsuch Issuing Bank, the Borrower shall promptly will pay to any such Lender or other Recipientsuch Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Eurodollar Rate) or any Issuer; (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 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 Lender or any Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuer 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, Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 5.03, (B) Taxes described in clauses clause (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Sold Assets, the Seller Collateral, this Loan Agreement Agreement, any other Transaction Document, any Capital or Loans made by such Lender thereinany participation therein or (B) affecting its obligations or rights to make Investments or fund or maintain Capital; and the result of any of the foregoing shall be to increase the cost to such Lender Affected Person of (A) acting as the Administrative Agent or such other Recipient of makinga Purchaser hereunder with respect to the transactions contemplated hereby, converting to, continuing (B) making any Investment or funding or maintaining any Loan Capital (or of any portion thereof) or (C) maintaining its obligation to make any such LoanInvestment or to fund or maintain any Capital (or any portion thereof), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender or other RecipientAffected Person, the Borrower Seller shall promptly pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient Lender or the L/C Issuer to any Taxes Tax of any kind whatsoever (other than (A) Indemnified Taxes, (B) Taxes described or Other Taxes covered in clauses (b) through (d) of the definition of Section 3.01 and Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters Letters of creditCredit, commitments, Commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurodollar Rate 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, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.6.5) or Issuing Bank; (iib) 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 Taxes, and (C) Connection Income Taxes) on its loanswith respect to any Loan, loan principal, letters Letter of credit, commitments, Credit Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loans made by such Lender thereinCredit Document; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Bank, the Borrower shall promptly Borrowers will pay to any such Lender or other RecipientIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or other RecipientIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is provided under Section 4.03, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any other Transaction Document, any Program Support Agreement, any Loan Agreement or Loans made by such Lender thereinany participation therein or (B) affecting its obligations or rights to make Loans; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent, a Group Agent or a Lender hereunder or such other Recipient of makingas a Program Support Provider with respect to the transactions contemplated hereby, converting to, continuing (B) funding or maintaining any Loan or (or of C) maintaining its obligation to make fund or maintain any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender Affected Person (or other Recipientits Group Agent), the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any Issuing Bank; (ii) subject any Recipient Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bii) through (dv) 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 Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Loan Agreement Agreement, any Letter of Credit, any participation in a Letter of Credit or SOFR Loans made by such Lender thereinor any Issuing Bank (other than with respect to Taxes) that is not otherwise accounted for in the determination of the Benchmark 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 Issuing Bank of makingmaking or maintaining any Loan the interest on which is determined by reference to the Benchmark Rate or, converting toin the case of a Change in Law with respect to Taxes, continuing making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Bank or such other Lender 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 or such other Recipient hereunder Issuing Bank (whether of principal, interest or any other amount)) then, upon written request of from time to time within ten days after demand by such Lender or such Issuing Bank setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other Recipientinformation the disclosure of which is prohibited by law), the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such Issuing Bank such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, such Issuing Bank for such additional costs incurred or reduction suffered. No Lender or Issuing Bank shall request that the Borrower pay any additional amount pursuant to this Section 3.04(a) unless it shall concurrently make similar requests to other borrowers similarly situated and affected by such Change in Law and from whom such Lender or Issuing Bank is entitled to seek similar amounts.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 5.03, (B) Taxes described in clauses clause (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any other Transaction Document, any Loan Agreement or Loans made by such Lender thereinany participation therein or (B) affecting its obligations or rights to make Loans; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent or a Lender or such other Recipient of makinghereunder, converting to, continuing (B) funding or maintaining any Loan or (or of C) maintaining its obligation to make fund or maintain any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender or other RecipientAffected Person, the Borrower shall promptly Borrowers shall, jointly and severally, pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (including any reserve for eurocurrency funding that may be established or reestablished under Regulation D of the Board of Governors of the Federal Reserve System) or any L/C Issuer; (ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) any Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Other Taxes, and 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 Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurocurrency Rate 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 to, continuing into or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or, in the case of paragraph (ii), any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Company will pay (or cause the applicable Designated Borrower shall promptly pay to any pay) to such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 loansLoans, loan principalLetters of Credit, letters participations in a Letter of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoany Loan made by it; or (iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan 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 to, continuing to or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Term Lender; (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 Term Lender or the London interbank market any other conditioncondition (other than any condition related to Taxes), cost or expense (other than Taxes) affecting this Loan Agreement or Term Loans made by such Term Lender or participation therein; and the result of any of the foregoing shall be to increase the cost to such Term Lender, by an amount that such Term Lender or such other Recipient deems to be material, of making, converting to, continuing making or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan), or to reduce the amount of any sum received or receivable by such Term Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Term Lender or other Recipient, the Borrower shall promptly Borrowers will pay to any such Term Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Term Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; (ii) subject any Recipient Lender to any Tax with respect to this Agreement or any SOFR Loan made by it (except, in each case, for (a) any Indemnified Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses or (b) through (d) of the definition of any 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) (A) impose on any Lender any other condition, increase in the cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by to such Lender thereinof agreeing to make or making, funding or maintaining SOFR Loans or (as the case may be) issuing or participating in Letters of Credit, or (B) cause a reduction in the amount received or receivable by any Lender in connection with any of the foregoing, that is not otherwise accounted for in the definition of Adjusted Term SOFR (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from amounts otherwise excluded in the parenthetical in clause (ii) immediately above); and or the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to Adjusted Term SOFR or issuing or participating in any Letters of Credit (or of maintaining its obligation to make any such LoanLoan or issue or participate in any such Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs or such reduction in amount (with a copy of such Lender or other Recipientdemand to the Administrative Agent), the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. At any time that any SOFR Loan is affected by the circumstances described in this Section 3.04(a), the Borrower may, subject to Section 3.05, either (i) if the affected SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower receives any such demand from such Lender or (ii) if the affected SOFR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert such SOFR Loan into a Base Rate Loan (determined without reference to the Adjusted Term SOFR component thereof), if applicable.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to timeD)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; (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, principal or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (iA) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by other than reserve otherwise included in the FRB 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 determination of the FRB, as amended and in effect from time to time)Euro-Rate or LMIR hereunder), special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Administrator, any LenderPurchaser, any Purchaser Agent, any Program Support Provider, any of their respective Affiliates or any of their respective holding companies (including bank holding companies) (each an “Affected Person”); (iiB) subject any Recipient Affected Person to any Taxes (other than (A) Indemnified Taxes, (B) excluding any Taxes described in clauses (b) through (d) that give rise to the payment of the definition of Excluded Taxes and (C) Connection Income Taxesadditional amounts under Section 1.9) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiiC) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Pool Assets, this Loan Agreement Agreement, any other Transaction Document, any Program Support Agreement, any Purchase or Loans made by such Lender thereinany participation therein or (B) affecting its obligations or rights to make Purchases; and the result of any of the foregoing shall be to increase the cost to such Lender Affected Person of (A) acting as the Administrator, a Purchaser Agent or such other Recipient of makinga Purchaser hereunder or as a Program Support Provider with respect to the transactions contemplated hereby, converting to, continuing (B) funding or maintaining any Loan Purchase or Reinvestment or (or of C) maintaining its obligation to make fund or maintain any such Loan)Purchase or Reinvestment, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender Affected Person (or other Recipientits Purchaser Agent), the Borrower Seller shall promptly pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to timeD)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; (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 Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender thereinor any Letter of Credit or participation in any such Loan or Letter of Credit; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Issuing Bank of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Issuing Bank, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder Issuing Bank, as the case may be, (whether of principal, interest or any other amount) thenotherwise), upon written request of then the Borrower will pay to such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other RecipientIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Term SOFR Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities such L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 3.01 and Excluded Taxes); or (iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term 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, converting to, continuing or maintaining any Loan the interest on which is determined by reference to Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that (x) the Borrowers shall not be treated less favorably with respect to such amounts than how other similarly situated borrowers of such Lender or L/C Issuer are generally treated (it being understood that this provision shall not be construed to obligate any Lender or L/C Issuer to make available any information that, in its sole discretion, it deems confidential), (y) the Borrowers shall not be liable for such compensation if the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto and (z) such circumstances in the case of requests for reimbursement under clause (iii) above resulting from a market disruption are not generally affecting the banking market, or the applicable request has not been made by Lenders constituting Required Lenders.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (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) Other 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 Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or the L/C Issuer; (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 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 Lender or the L/C Issuer or the interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term SOFR Loans made by such Lender or Alternative Currency 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, ▇▇▇▇▇▇▇▇▇ will pay (or cause the applicable Subsidiary Borrower shall promptly pay to any pay) to such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or the L/C Issuer; (ii) subject any Recipient to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Term SOFR Loan, Term SOFR Daily Floating Rate Loan or Alternative Currency Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than except for (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or); (iii) impose on any Lender or the L/C Issuer or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Company will pay (or cause the applicable Designated Borrower shall promptly pay to any pay) to such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any such reserve requirement reflected in the BSBY Rate) or any Issuing 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 Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any Issuing Bank or the relevant market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans any Loan 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, converting to, continuing or maintaining any Loan (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 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, Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) ), then, from time to time upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement (on a net basis) against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the LIBOR Rate); (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 Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, or such other Recipient of participating in, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 4.03, (B) Taxes described in clauses clause (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any other Transaction Document, any Loan Agreement or Loans made by such Lender thereinany participation therein or (B) affecting its obligations or rights to make Loans; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent, or a Lender or such other Recipient of makinghereunder, converting to, continuing (B) funding or maintaining any Loan or (or of C) maintaining its obligation to make fund or maintain any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender or other RecipientAffected Person, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or the L/C Issuer; (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 Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term 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, converting to, continuing or maintaining any Loan the interest on which is determined by reference to Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon the written request of such Lender or other RecipientL/C Issuer, the Borrower shall promptly will pay to any such Lender or other RecipientL/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other RecipientL/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in Term SOFR) or the L/C Issuer; (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 Lender or the L/C Issuer or the SOFR market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term 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, converting to, continuing or maintaining any Term SOFR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly Loan Parties will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (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; or (iii) impose on any Lender or any L/C Issuer or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term SOFR Loans, Daily SOFR Loans or Alternative Currency 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly will pay (or cause the applicable Designated Borrower to any pay) to such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Ciii) Connection Income Taxes) on its loanswith respect to any Loan, loan principalLetter of Credit, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or any applicable interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or its Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon within 10 days following the written request of such Lender or other RecipientIssuing Bank in accordance with Section 3.3, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender or other Recipient, as it for the case may be, for such additional costs incurred or reduction sufferedsuffered as set forth in such request.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing 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 Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (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 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, Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Ciii) Connection Income Taxes) on its loanswith respect to any Loan, loan principalLetter of Credit, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or its Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Bank, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender or other Recipient, as it for the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time)), special depositreserve, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person; (ii) subject any Recipient Secured Party to any Taxes (other than (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes 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 Lender Affected Person any other condition, cost or expense (other than Taxes) expense, affecting this Loan Agreement or Loans Advances made by such Lender Affected Person by reference to the Term SOFR Rate or any participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient any Affected Person of making, continuing, converting to, continuing into or maintaining any Loan Advance (or of maintaining its obligation to make any such Loan)Advance) or to increase the cost to, or to reduce the amount of any payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by by, such Lender or such other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon then the Borrower will pay to such Affected Person from time to time after receipt of a written request demand by a Responsible Officer of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may beAffected Person in Dollars, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction sufferedsuffered within ten (10) days of receipt of such demand. If a Lender requests compensation by the Borrower under this Section 2.09, the Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Advances by reference to the Term SOFR Rate, until the event or condition giving rise to such request ceases to be in effect (in which case (x) all Advances of such Lender shall be made or continued by reference to the Base Rate and (y) such Lender shall have no obligation to make any Advances by reference to the Term SOFR Rate); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBOR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; (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 Lender any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or SOFR Loans made by such Lender 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (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 Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject the Administrative Agent, any Recipient Lender and the Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes 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 Lender any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Lenders of making, converting to, continuing or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan)) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such other Recipient the Issuing Bank hereunder (whether of principal, interest or any other amount) thenotherwise), upon written request of then the Borrower will pay to such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other RecipientIssuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or other Recipientthe Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBOR) or any Issuer; (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 Lender or any Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuer 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, Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted Eurodollar Rate); (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 Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender 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 or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: : (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; Affected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 5.03, (B) Taxes described in clauses clause (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes; the Taxes described in this parenthetical, “Covered Taxes”) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (iii) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any other Transaction Document, any Loan Agreement or Loans made by such Lender thereinany participation therein or (B) affecting its obligations or rights to make Loans; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent or a Lender or such other Recipient of makinghereunder, converting to, continuing (B) funding or maintaining any Loan or (or of C) maintaining its obligation to make fund or maintain any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender or other RecipientAffected Person, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e), other than as set forth below) or any L/C Issuer; (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 Excluded 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 Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term SOFR Loans or Alternative Currency 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Company will pay (or cause the applicable Designated Borrower shall promptly pay to any pay) to such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person (except any such reserve requirements reflected in Adjusted LIBOR or Adjusted LMIR); (ii) subject any Recipient Affected Person to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any other Transaction Document, any Program Support Agreement, any Loan Agreement or any Letter of Credit or any participation therein or (B) affecting its obligations or rights to make Loans made by such Lender thereinor issue or participate in Letters of Credit; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent, a Group Agent or a Lender hereunder or such other Recipient of makingas a Program Support Provider with respect to the transactions contemplated hereby, converting to, continuing (B) funding or maintaining any Loan or issuing or participating in any Letter of Credit (or of interests therein) or (C) maintaining its obligation to make fund or maintain any such LoanLoan or issuing or participating in, any Letter of Credit (or interest therein), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender Affected Person (or other Recipientits Group Agent), the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction sufferedsuffered in accordance with Section 5.01(d).

Increased Costs Generally. If any Change in Law occurring after the date that such Lender or L/C Issuer first became a Lender or L/C Issuer, as applicable, shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e) or otherwise reflected in the LIBOR Rate; (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 Taxes, and (C) Connection Income Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (iii) [reserved]; or (iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or LIBOR Rate 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, converting to, continuing or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in calculating LIBOR or the Canadian BA Rate) or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes otherwise indemnifiable under Section 5.8 and (Cii) Connection Income Excluded Taxes) on its loansLoan, loan principalLetter of Credit, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or an Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient an Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch Issuing Bank, the Borrower shall promptly pay Group to any which such Lender or other Recipient, as the case may be, such Issuing Bank has a Commitment will pay to it such additional amount or amounts amount(s) as will compensate such Lender or other Recipient, as it for the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: : (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; Lender or L/C Issuer (in each case, other than Taxes); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, and (B) Taxes described in clauses (b) through (dj) 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 or (iii) impose on any Lender or any L/C Issuer or any applicable interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this Loan Agreement or Term SOFR Loans or Alternative Currency 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, making converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Company will pay (or cause the applicable Designated Borrower shall promptly pay to any pay) to such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that such amounts shall be consistent conceptually with amounts that the Lender or L/C Issuer is generally charging other similarly situated borrowers and shall not be duplicative of any amounts paid by the Company under any other provision of this Agreement.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in Adjusted LIBOR); (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 Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender 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 or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 Lender or any L/C Issuer or the interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit or Swingline Loan (or of maintaining its obligation to participate in or to issue any Letter of Credit or Swingline Loan), or to reduce the amount of any sum received or receivable by such Lender Lender, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written within fifteen (15) days after request of such Lender Lender, L/C Issuer or other RecipientRecipient (with a copy to the Administrative Agent), the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (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 Lender or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit issued by such L/C Issuer 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientL/C Issuer, the Parent Borrower shall promptly will pay (or will cause the applicable Designated Borrower to any pay) to such Lender or other RecipientL/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other RecipientL/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing 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 Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, 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 Lender, Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will reasonably compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in Adjusted Eurodollar Rate); (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 Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender 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 or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or the L/C Issuer; (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 Lender or the L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan Credit Agreement or Term 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, converting to, to or continuing or maintaining any Loan the interest on which is determined by reference to Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Term SOFR Rate) or any Issuing 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 Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Loan 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 Lender, such Issuing Bank, or such other Recipient of making, converting to, continuing or maintaining any Loan (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 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, Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) ), then, upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer; (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 Lender or the L/C Issuer or any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurodollar Rate 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, by an amount which such Lender or such other Recipient deems to be material in its sole discretion, of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory compul-sory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (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 Taxes” and (C) Connection Income Taxes) on with respect to its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the applicable interbank mar-ket any other condition, cost or expense (other than Taxes) affecting this Loan Agreement Agreement, Term SOFR Loans or Alternative Currency 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, converting con-verting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly pay to any in each case in an amount deemed by such Lender or other Recipientsuch L/C Issuer to be material, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered, provided that the Borrowers shall not be required to compensate a Lender or an L/C Issuer pursuant to this Section 3.04(a) for any additional amounts incurred more than ninety (90) days prior to the date that such Lender or such L/C Issuer notifies the Bor-rowers of the Change in Law giving rise to such additional amounts and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor; provided that, if the Change in Law giv-ing rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBOR Rate) or L/C Issuer; (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 Lender or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time)), special depositreserve, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person (except any such reserve requirement reflected in the applicable Benchmark); (ii) subject any Recipient Secured Party to any Taxes (other than (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes 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 Lender Affected Person or the London interbank market any other condition, cost or expense (other than Taxes) ), affecting this Loan Agreement or Loans Advances made by such Lender Affected Person by reference to the applicable Benchmark or any participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient any Affected Person of making, continuing, converting to, continuing into or maintaining any Loan Advance (or of maintaining its obligation to make any such Loan)Advance) or to increase the cost to, or to reduce the amount of any payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by by, such Lender or such other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon then the Borrower will pay to such Affected Person from time to time after receipt of a written request demand by a Responsible Officer of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may beAffected Person in Dollars, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction sufferedsuffered within ten (10) Business Days of receipt of such demand. If a Lender requests compensation by the Borrower under this Section 2.09, the Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Advances by reference to the applicable Benchmark, until the event or condition giving rise to such request ceases to be in effect (in which case (x) all Advances of such Lender shall be made or continued by reference to the Base Rate and (y) such Lender shall have no obligation to make any Advances by reference to the applicable Benchmark); provided that such suspension shall not affect the right of such Lender to receive the compensation required in accordance with this Agreement.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or the L/C Issuer; (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 Lender or the L/C Issuer or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term SOFR Loans or Alternative Currency 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in Adjusted LIBOR); (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 loansLoans, loan Loan principal, letters Letters of creditCredit, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender 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 or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: : (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; Lender (except any reserve requirement contemplated by Section 3.04(e)) or L/C Issuer; (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 or (iii) impose on any Lender or L/C Issuer or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Credit Agreement or Term Rate 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, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Term Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientL/C Issuer, the Borrower shall promptly will pay to any such Lender or other RecipientL/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other RecipientL/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time)), special depositreserve, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person (except any such reserve requirement reflected in the Adjusted Eurodollar Rate); (ii) subject any Recipient Secured Party to any Taxes (other than (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes 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 Lender Affected Person or the London interbank market any other condition, cost or expense (other than Taxes) expense, affecting this Loan Agreement or Loans Advances made by such Lender Affected Person by reference to the LIBOR Rate or any participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient any Affected Person of making, continuing, converting to, continuing into or maintaining any Loan Advance (or of maintaining its obligation to make any such Loan)Advance) or to increase the cost to, or to reduce the amount of any payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by by, such Lender or such other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon then the Borrower will pay to such Affected Person from time to time after receipt of a written request demand by a Responsible Officer of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may beAffected Person in Dollars, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction sufferedsuffered within ten (10) days of receipt of such demand. If a Lender requests compensation by the Borrower under this Section 2.09, the Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Advances by reference to the LIBOR Rate, until the event or condition giving rise to such request ceases to be in effect (in which case (x) all Advances of such Lender to be denominated in Dollars shall be made or continued by reference to the Base Rate and (y) such Lender shall have no obligation to make any Advances by reference to the LIBOR Rate); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in Adjusted Term SOFR); (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 Lender any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender or any 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such other Recipient of participating in, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer; (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 in respect of its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the L/C Issuer any other material condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term 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, converting to, continuing or maintaining any Loan the interest rate on which is determined by reference to SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligations to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or the L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the L/C Issuer or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term SOFR Loans or Alternative Currency 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in Term SOFR) or any L/C Issuer; (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 Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts amounts, as reasonably determined by such Lender or such L/C Issuer (which determination shall be made in good faith), as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 Lender or any L/C Issuer or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Daily Simple SOFR Loans, Term SOFR Loans or Alternative Currency 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any Loan), or to increase the cost to such LoanLender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) ), in each of the foregoing cases, by an amount deemed material by such Lender or such L/C Issuer, as applicable, then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Company will pay (or cause the applicable Designated Borrower shall promptly pay to any pay) to such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; Lender or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Other Taxes described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 3.01 and (C) Connection Income Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or or (iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB Federal Reserve Board for determining the any 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 of the FRB, as amended and in effect from time to time)), special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan Credit Agreement or Loans made by such Lender thereinor any Letter of Credit or participation in any such Loan or Letter of Credit; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, such L/C Issuer or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, any L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or the L/C Issuer; (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 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 Lender or the L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term SOFR Loans or SOFR Daily Floating Rate Swing Line 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, converting to, continuing or maintaining any Loan other than a Base Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or such other Recipient the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e), other than as set forth below) or any L/C Issuer; (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 Excluded 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 Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurocurrency Rate 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Company will pay (or cause the applicable Designated Borrower shall promptly pay to any pay) to such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR Rate); (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 Taxes, (C) Connection Income TaxesTaxes and (D) Taxes imposed as a penalty for a Lender’s failure to comply with non-U.S. legislation implementing FATCA) 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 Lender any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term SOFR Rate Loans or Daily Simple SOFR Rate Loans made by such Lender thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientLender, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except with respect to the applicable Reserve Percentage with respect to any Eurodollar Loans); (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 Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, or such other Recipient of participating in, issuing or maintaining, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder Lender, (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loanloan requirement, insurance charge or similar requirement other assessment against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted Term SOFR Rate), the Swingline Lender or any Fronting Bank; (ii) subject any Recipient Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bii) through (div) of the definition of “Excluded Taxes 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 Lender, the Swingline Lender or any Fronting Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing Converting or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such other 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 or such other Recipient Credit Party hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or such other RecipientCredit Party, the Borrower shall promptly will pay to any such Lender or such other RecipientCredit Party, as the case may be, such additional amount or amounts as will compensate such Lender or such other RecipientCredit Party, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Party (except any reserve requirement reflected in Adjusted LIBOR); (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 Lender Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Credit Agreement or Loans made by such Lender or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender Affected Party or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), ) or to reduce the amount of any sum received or receivable by such Lender Affected Party or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Affected Party or other Recipient, the Borrower Borrowers shall promptly pay to any such Lender Affected Party or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other RecipientAffected Party, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e)) or any LC Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, or other liabilities or capital attributable thereto; or (iii) impose on any Lender or any LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuer 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, such LC Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, such LC Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, such LC Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, such LC Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Ciii) Connection Income Taxes) on its loanswith respect to any Loan, loan principalLetter of Credit, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or its Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Bank, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender or other Recipient, as it for the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 Lender or any L/C Issuer or the interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described the imposition of, or any change in clauses (b) through (d) of the definition of rate of, any 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 Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the L/C Issuer 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, the L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, the L/C Issuer or other Recipient, setting forth in reasonable detail such increased costs, the Borrower shall promptly pay to any such Lender Lender, the L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person (except any such reserve included in the calculation of the Euro-Rate through the Euro-Rate Reserve Percentage); (ii) subject any Recipient Affected Person to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) or Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender Affected Person any other condition, cost or expense (other than Taxes) affecting this Loan Agreement Agreement, the Purchased Interest, any Portion of Capital, any Discount or Loans made by such Lender thereinany Letter of Credit; and the result of any of the foregoing shall be to increase the cost to such Lender Affected Person of (A) acting as Administrator, a Purchaser Agent or such other Recipient a Purchaser hereunder or as a Program Support Provider with respect to the transactions contemplated hereby, (B) purchasing, funding or maintaining the ownership of makingundivided percentage ownership interests with regard to the Purchased Interest (or interests therein) or any Portion of Capital, converting to, continuing (C) issuing or maintaining any Loan Letter of Credit or (or of D) maintaining its obligation to make fund or maintain such ownership or any such Loan)Portion of Capital or to issue or maintain any such Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon written request of such Lender Affected Person (or other Recipientits Purchaser Agent), the Borrower shall promptly Seller will pay to any such Lender or other Recipient, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify modify, or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge charge, or similar requirement against assets of, deposits with with, or for the account of, or advancescredit extended, loans or other credit extended or participated in by, any LenderLender or the L/C Issuers; (ii) subject any Recipient Lender or any L/C Issuer 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 Lender or any L/C Issuer or any interbank market any other condition, cost cost, or expense (other than Taxes) affecting this Loan Agreement or Loans made by such Lender or any L/C 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing, or maintaining any L/C (or of maintaining its obligation to participate in or to issue any L/C), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient L/C Issuer hereunder (whether of principal, interest interest, or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBOR) or the Issuing Bank; (iib) 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 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 (iiic) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, 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 Lender, Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Lender (except any Lenderreserve requirement reflected in the LIBOR Rate); (ii) subject any Recipient the Lender to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses clause (b) through (da) 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 the Lender or the London interbank or other applicable market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement Agreement, LIBOR Rate Loans or Foreign Currency Loans made by such the 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 the Lender or such other Recipient of making, converting to, continuing into or maintaining any LIBOR Rate Loan or Foreign Currency Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to the Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such the Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe Lender, the Borrower Parent shall promptly pay to any such the Lender or other Recipientthe Lender, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientthe Lender, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, this Section 4.10(a) will apply only in the event that the Lender charges such costs generally to the Lender’s other similarly situated customers.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 Lender or L/C Issuer or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Agreement, any SOFR Loans made by such Lender or any Alternative Currency Loans made by such Lender or any Letter of Credit issued by such L/C Issuer 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientL/C Issuer, the Parent Borrower shall promptly will pay (or will cause the applicable Designated Borrower to any pay) to such Lender or other RecipientL/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other RecipientL/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender in accordance with clause (c) below, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer 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, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, L/C Issuer or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Bank; (ii) subject any Recipient 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; 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 Loan 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Bank or other 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 or such other Recipient hereunder Credit Party (whether of principal, interest or any other amount) ), then, upon written request of such Lender Lender, Issuing Bank or other RecipientCredit Party, the Borrower shall promptly will pay to any such Lender or such other Recipient, as the case may be, Credit Party such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, Credit Party for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bc) through (dg) 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 Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Term 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, converting to, continuing or maintaining any Loan the interest rate on which is determined by reference to Term SOFR or Daily Simple SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientthe L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing 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 Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (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 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, Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB Federal Reserve Board for determining the any 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 of the FRB, as amended and in effect from time to time)), special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender; (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 Lender any other condition, cost or expense (other than Taxes) affecting this Loan Credit Agreement or Loans made by such Lender thereinor participation in any such Loan; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in calculating LIBOR) or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Ciii) Connection Income Taxes) on its loanswith respect to any Loan, loan principalLetter of Credit, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Bank, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender or other Recipient, as it for the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in calculating LIBOR) or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Ciii) Connection Income Taxes) on its loanswith respect to any Loan, loan principalLetter of Credit, letters of credit, commitments, Revolver Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Revolver Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or Revolver Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Bank, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender or other Recipient, as it for the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in Term SOFR) or any Issuing Lender; (ii) subject any Recipient to any Taxes Tax (other than (Ax) Indemnified Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (Cy) Connection Income Taxes, and (z) Indemnified 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 Lender or Issuing Lender any other condition, cost or expense (in each case, other than Taxes) affecting this Loan Agreement or Loans SOFR Advances made by such Lender 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, converting to, continuing making or maintaining any Loan SOFR Advance (or of maintaining its obligation to make or accept and purchase any such LoanAdvance), to increase the cost to such Lender or Issuing Lender 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 or such other Recipient Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Lender, the Borrower shall promptly will pay to any such Lender or other Recipient, as the case may be, Issuing Lender such additional amount or amounts as will compensate such Lender or other RecipientIssuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in LIBOR) or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b), (c) through or (d) of the definition of Excluded Taxes and Taxes, or (Ciii) Connection Income Taxes) on its loanswith respect to any Loan, loan principalLetter of Credit, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Bank, the Borrower shall promptly Borrowers will pay to any such Lender or other RecipientIssuing Bank, as the case may beapplicable, such additional amount or amounts as will compensate such Lender or other RecipientIssuing Bank, as the case may beapplicable, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time)), special depositreserve, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderAffected Person (except any such reserve requirement reflected in the applicable Benchmark); (ii) subject any Recipient Secured Party to any Taxes (other than (A) Indemnified Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes 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 Lender Affected Person or the applicable interbank market any other condition, cost or expense (other than Taxes) ), affecting this Loan Agreement or Loans Advances made by such Lender Affected Person by reference to the applicable Benchmark or any participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient any Affected Person of making, continuing, converting to, continuing into or maintaining any Loan Advance (or of maintaining its obligation to make any such Loan)Advance) or to increase the cost to, or to reduce the amount of any payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by by, such Lender or such other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon then the Borrower will pay to such Affected Person from time to time after receipt of a written request demand by a Responsible Officer of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may beAffected Person in Dollars, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction sufferedsuffered within ten (10) Business Days of receipt of such demand. If a Lender requests compensation by the Borrower under this Section 2.09, the Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Advances by reference to the applicable Benchmark, until the event or condition giving rise to such request ceases to be in effect (in which case (x) all Advances of such Lender shall be made or continued by reference to the Base Rate and (y) such Lender shall have no obligation to make any Advances by reference to the applicable Benchmark); provided that such suspension shall not affect the right of such Lender to receive the compensation required in accordance with this Agreement.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any L/C Issuer; (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 or (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 Lender or any L/C Issuer or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Agreement, Term SOFR Loans made by such Lender or Alternative Currency 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergencyreserve, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time))liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement reflected in calculating LIBOR) or Issuing Bank; (iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (Bii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Ciii) Connection Income Taxes) on its loanswith respect to any Loan, loan principalLetter of Credit, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) impose on any Lender Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting this any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Agreement or Loans made by such Lender thereinDocument; and the result of any of the foregoing thereof shall be to increase the cost to such a Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or its Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make participate in or to issue any such LoanLetter of Credit), or to reduce the amount of any sum received or receivable by such a Lender or such other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other RecipientIssuing Bank, the Borrower shall promptly Borrowers will pay to any such Lender or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender or other Recipient, as it for the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (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 Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Loan Agreement or Eurodollar Rate Loans or LIBOR Floating Rate 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, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer 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 or such other Recipient L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipientsuch L/C Issuer, the Borrower shall promptly will pay to any such Lender or other Recipientsuch L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipientsuch L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the FRB 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 of the FRB, as amended and in effect from time to time))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any LenderLender or any Issuing 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 Lender or any Issuing Bank or the secured overnight financing or any other applicable interbank lending market any other condition, cost or expense (other than Taxes) affecting this Loan 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, converting to, continuing or maintaining any Loan (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 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, Issuing Bank or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, Issuing Bank or other Recipient, the Borrower shall promptly Borrowers will pay to any such Lender Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.