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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender 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 Agreement or Loans made by such Lender or 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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 reservereserve (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 or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 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 in any such Loan or Letter of Credittherein; 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, L/C Issuer Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will shall promptly pay to any such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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 reservereserve (including pursuant to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender 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 theretoIssuing Bank; or (iiiii) impose on any Lender or L/C Issuer any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Term Benchmark Loans or RFR Loans made by such Lender or 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, L/C Issuer Lender or such other Recipient 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, L/C Issuer Lender or other Recipient such Issuing Bank hereunder (whether of principal, interest or any other amount) thenotherwise), then upon the request of such Lender, L/C Issuer Lender or other Recipient, such Issuing Bank the Borrower will pay to such Lender, L/C Issuer Lender or other Recipientsuch Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, any Letter of Credit, any participation in a Letter of Credit or SOFR Loans made by such Lender or any Letter Issuing Bank (other than with respect to Taxes) that is not otherwise accounted for in the determination of Credit the Benchmark or participation in any such Loan or Letter of Creditthis 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 making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Benchmark Rate or, in the case of a Change in Law with respect to Taxes, making 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 such Issuing Bank or such other Recipient 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, L/C Issuer Lender or other Recipient hereunder such Issuing Bank (whether of principal, interest or any other amount)) then, upon request 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 Lenderdemand to the Administrative Agent) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such Issuing Bank such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (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 (except any reserve requirement reflected in Term SOFR)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 Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, Borrower the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the London interbank market any other conditioncondition (other than any condition related to Taxes), cost or expense (other than Taxes) affecting this Agreement or Term Loans made by such Term Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer or other Recipient Term Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, Borrower Term Lender the Borrowers will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Term Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Term Lender 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clause (a) of the definition of Excluded Taxes to the extent resulting from changes in tax rates, and 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 the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRthe 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, Borrower Borrowers will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will reasonably compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement (on a net basis) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRthe 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)LIBOR) or any Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bB) through (dD) 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 Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 such 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, L/C Issuer Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Lender or other Recipient, Borrower will pay to such Lender, L/C Issuer Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Issuing 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 reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRAdjusted 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (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 Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, Borrower the Loan Parties will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, Borrower the Borrowers will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, Borrower the Borrowers will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, 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 or L/C Issuer (except any reserve requirement reflected in Term SOFRAdjusted LIBORSOFR); , (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, commitmentscommitment, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or , or (iii) impose on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credit; Lender, 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Lender or other Recipient, Borrower will Borrowers shall, on or before the Required Payment Time after such request, pay to any such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Term SOFR Loans, Daily SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Document; 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 of maintaining its obligation Commitment, or converting to make or continuing any such interest option for a Loan, or to increase the cost to such Lender, L/C Issuer a Lender or such other Recipient an 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, L/C Issuer a Lender or other Recipient an Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or such Issuing Bank, L/C Issuer the Borrower Group to which such Lender or other Recipient, Borrower such Issuing Bank has a Commitment will pay to such Lender, L/C Issuer or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender, L/C Issuer 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 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement contemplated by Section 3.04(e) or otherwise reflected in Term SOFR)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 Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, Borrower the Borrowers will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any such reserve requirement reflected in Term SOFR)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 L/C Issuer any Issuing Bank or the relevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans any Loan made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) ), then, from time to time upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C any Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender 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 the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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 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 increase the cost to such Lender (or such other Recipient of participating in Swing Line Loans) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 or L/C Issuer any other condition, increase in the cost or expense (other than Taxes) affecting this Agreement or Loans made by to such Lender of 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 Letter Lender in connection with any of Credit or participation 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 Loan increased costs or Letter of Creditreduction 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 Loan, Loan or to increase the cost to such Lender, L/C Issuer issue 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 such Letter of Credit) ), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder Lender (whether of principal, interest or any other amount) then, upon 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 Lenderdemand to the Administrative Agent), L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender 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: (ia) impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Loan, Letter of Credit, participation in LC Obligations, Commitment or Credit 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 of maintaining its obligation Commitment, or converting to make or continuing any such interest option for a Loan, or to increase the cost to such Lender, L/C Issuer Lender or such other Recipient 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, L/C Issuer Lender or other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or Issuing Bank, L/C Issuer or other Recipient, Borrower Borrowers will pay to such Lender, L/C Issuer Lender or other RecipientIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 Agreement or Term SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, Borrower the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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 modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge charge, or similar requirement against assets of, deposits with with, or for the account of, or credit extended extended, or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit L/C or participation in any such Loan or Letter of Credittherein; 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, Lender or such L/C Issuer or such other Recipient of participating in, issuing issuing, or maintaining any Letter of Credit L/C (or of maintaining its obligation to participate in or to issue any Letter of Credit) L/C), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest interest, or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, 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 the Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRthe 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 L/C Issuer the London interbank or other applicable market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, LIBOR Rate Loans or Foreign Currency Loans made by such the Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 such Lender, L/C Issuer or such other Recipient the 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, L/C Issuer or other Recipient the Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such the Lender, L/C Issuer or other Recipient, Borrower will Parent shall promptly pay to such any the Lender or the Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such the Lender, L/C Issuer or other Recipient, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit issued by such L/C Issuer or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or L/C Issuer or other RecipientIssuer, the Parent Borrower will pay (or will cause the applicable Designated Borrower to pay) to such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will reasonably compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 Agreement or Eurodollar Rate Loans or LIBOR Floating Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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 reservereserve (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 or L/C Issuer (except any reserve requirement reflected in Term SOFR)Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (bii) through (div) of the definition of Excluded Taxes and (C) or that are 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 L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, L/C Issuer Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will shall promptly pay to any such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, Borrower the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Non-Excluded Taxes or Other 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 Agreement Agreement, Term SOFR Loans or SOFR Daily Floating Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of within fifteen (15) days after demand therefor by such Lender, Lender or L/C Issuer or other Recipientsetting forth in reasonable detail such increased costs, Borrower the Loan Parties will pay to such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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: shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR); 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 Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, 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 or L/C Issuer (except any reserve requirement reflected in Term SOFRthe 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting toconverting, continuing or maintaining any Term Loan (or of maintaining its obligation to make any such Term 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will shall pay to any such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 (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 Agreement Agreement, Term SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or such L/C Issuer, in each case in an amount deemed by such Lender or such L/C Issuer or other Recipientto be material, Borrower the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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 Borrowers 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 giving 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. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRthe 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will shall promptly pay to any such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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 reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining any maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement)), special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer Affected Person (except any such reserve requirement reflected in Term SOFRthe 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) ), affecting this Agreement or Loans Advances made by such Lender Affected Person by reference to the applicable Benchmark or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 such Lenderto, 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 payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by by, such Lender, L/C Issuer or other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon request of such Lender, L/C Issuer or other Recipient, then the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may beAffected Person from time to time after receipt of a written demand by a Responsible Officer of such Affected Person in Dollars, such additional amount or amounts as will compensate such Lender, L/C Issuer 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 shallLaw: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR); (ii) shall 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) with respect to this Agreement or on its loansany Loan made by it; (ii) shall impose, loan principalmodify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, letters of creditspecial, commitmentssupplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or other obligationscredit extended or participated in by, or its deposits, reserves, other liabilities or capital attributable theretoany Lender; or (iii) shall impose on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient, by an amount that such Lender or such other Recipient deems to be material, 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)LIBOR) or any Issuing 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans any Loan made by such any Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 such 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, L/C Issuer such Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Lender or other Recipient, Borrower will pay to such Lender, L/C Issuer Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Issuing 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)the Issuing 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 L/C Issuer the Issuing Lender or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Lender or other Recipient, Borrower the Borrowers will pay to such Lender, L/C Issuer Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Issuing 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement Agreement, Term SOFR Loans made by such Lender or Alternative Currency Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; or (iv) 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 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, L/C Issuer the Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer the Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer the Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer the 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, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Document; 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 of maintaining its obligation Commitment, or converting to make or continuing any such interest option for a Loan, or to increase the cost to such Lender, L/C Issuer a Lender or such other Recipient 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, L/C Issuer a Lender or other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or Issuing Bank, L/C Issuer or other Recipient, Borrower Borrowers will pay to such Lender, L/C Issuer or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender, L/C Issuer 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 reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining any maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement)), special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLoan; 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, 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 or L/C Issuer Affected Party (except any reserve requirement reflected in Term SOFRAdjusted 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Affected Party or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Affected Party or other Recipient, Borrower will the Borrowers shall promptly pay to any such Lender, L/C Issuer Affected Party or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRAdjusted 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Credit Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Term SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in the Adjusted Term SOFRSOFR 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 or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR Rate Loans or Daily Simple SOFR Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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 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, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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) Credit or Swingline Loan), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon within fifteen (15) days after request of such Lender, L/C Issuer or other RecipientRecipient (with a copy to the Administrative Agent), the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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, special deposit, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer Affected Person (except any such reserve requirement reflected in Term SOFRthe 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) ), affecting this Agreement or Loans Advances made by such Lender Affected Person by reference to the LIBOR Rate or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 such Lenderto, 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 payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by by, such Lender, L/C Issuer or other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon request of such Lender, L/C Issuer or other Recipient, then the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may beAffected Person from time to time after receipt of a written demand by a Responsible Officer of such Affected Person in Dollars, such additional amount or amounts as will compensate such Lender, L/C Issuer 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 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 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 required in accordance with this Agreement.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit issued by such L/C Issuer or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)Affected 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 or L/C Issuer Affected Person any other condition, cost or expense (other than Taxes) expense, affecting this Agreement or Loans Advances made by such Lender Affected Person by reference to the Term SOFR Rate or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 such Lenderto, 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 payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by by, such Lender, L/C Issuer or other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon request of such Lender, L/C Issuer or other Recipient, then the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may beAffected Person from time to time after receipt of a written demand by a Responsible Officer of such Affected Person in Dollars, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 L/C any LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C such LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C such LC Issuer or other Recipient, the Borrower will pay to such Lender, L/C such LC Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C 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: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any Issuing Bank or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans Advances made by such Lender or any Letter of Credit or participation in any such Loan Advance or Letter of Credit; 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 Converting to, continuing or maintaining any Loan Advance or of maintaining its obligation to make any such LoanAdvance, or to increase the cost to such Lender, L/C Issuer 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, Borrower the Company will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRAdjusted 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)the EURIBOR 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) 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 Credit Agreement or Term Benchmark Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 Loan, the interest on which is determined by reference to the Term Benchmark or XXXXX, as applicable, (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or 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 or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or L/C Issuer or other RecipientIssuer, the Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that (x) such Lender or L/C Issuer, as the case may be, is generally seeking, or intends to generally seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or L/C Issuer, as the case may be, has the right under such similar credit facilities to do so) and (y) such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by Borrower under any other provision of this Credit Agreement.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (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 or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Document; 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 of maintaining its obligation Commitment, or converting to make or continuing any such interest option for a Loan, or to increase the cost to such Lender, L/C Issuer a Lender or such other Recipient 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, L/C Issuer a Lender or other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other RecipientIssuing Bank, Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except with respect to the applicable Reserve Percentage with respect to any reserve requirement reflected in Term SOFREurodollar 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 L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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) maintaining, or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, 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 or L/C Issuer (except any reserve requirement reflected in Term SOFRAdjusted LIBOR); , (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, commitmentscommitment, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or , or (iii) impose on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credit; Lender, 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Lender or other Recipient, Borrower will Borrowers shall, on or before the Required Payment Time after such request, pay to any such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any applicable interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Document; 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 of maintaining its obligation Commitment, or converting to make or continuing any such interest option for a Loan, or to increase the cost to such Lender, L/C Issuer a Lender or such other Recipient 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, L/C Issuer a Lender or other Recipient Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon within 10 days following the written request of such LenderLender or Issuing Bank in accordance with Section 3.3, L/C Issuer or other Recipient, Borrower Borrowers will pay to such Lender, L/C Issuer or other Recipient, as the case may be, it such additional amount or amounts amount(s) as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)the Eurodollar Rate) 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 applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 any Loan the interest on which is determined by reference to the Daily Floating Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Parent Borrower will pay or cause to be paid to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated by Section 3.04(e)) or the LC 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, commitments or other obligations, or its deposits, reserves, or other liabilities or capital attributable thereto; or (iii) impose on any Lender or L/C the LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 the 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, L/C the LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C the LC Issuer or other Recipient, the Borrower will pay to such Lender, L/C the LC Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C the 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: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, Borrower the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans any Loan made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) in respect of any Loan in an amount deemed by such Lender, such Issuing Bank or other Recipient to be material, then, from time to time upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.. 1095171012\7\AMERICAS

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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, 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 or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, the L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the L/C Issuer or other Recipient, setting forth in reasonable detail such increased costs, the Borrower will shall promptly pay to any such Lender, the L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)the Eurodollar 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 L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans Eurodollar Rate Advances made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 Eurodollar Rate Advance or Base Rate Advance or of maintaining its obligation to make any such LoanAdvance, or to increase the cost to such Lender, L/C Issuer 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, L/C Issuer the Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, Borrower the Borrowers will pay to such Lender, L/C Issuer the Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer the 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in the Term SOFR)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 L/C Issuer any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credit; 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, L/C Issuer 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) ), then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated 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 Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in the 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 Agreement or Loans made by such Lender or 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, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer the Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer the Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer the Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer the 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated by Section 3.4(e)); (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 Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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, L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.4(a) for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Issuing Bank or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated by Section 2.14(e)); (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 L/C Issuer any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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 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, L/C Issuer Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will pay to such Lender, L/C Issuer Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated by Section 3.04(e); ); (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 any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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 SOFR (or of maintaining its obligation to make any such Loan) (or, in the case of clause (ii), any 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 Credit),or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient Issuer, as the case may be, hereunder (whether of principal, interest or any other amount) then, upon within 30 days after a receipt of a request of such LenderLender accompanied by the certificate described in clause (c) below, L/C Issuer or other Recipient, the Borrower will pay to such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that no Lender or L/C Issuer shall make a demand for payment hereunder unless such Lender is also making demand for payment on similarly situated borrowers.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement 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 in any such Loan or Letter of Credittherein; 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, Lender or 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 or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or L/C Issuer or other RecipientIssuer, the Parent Borrower will pay (or will cause the applicable Designated Borrower to pay) to such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or L/C Issuer or other RecipientIssuer, 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, 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 or L/C Issuer (except any reserve requirement reflected in Term SOFRthe 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 loansTerm Loans, loan Term Loan principal, letters of credit, commitments, or other obligationsObligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of CreditLender; 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 Loan (or of maintaining its obligation to make any such Term 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, L/C Issuer Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, L/C Issuer Lender or other Recipient, the Borrower will shall promptly pay to any such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)requirement) 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 Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding anything in this Section 3.04 to the contrary, no Lender shall receive compensation pursuant to this Section 3.04, unless such Lender is generally seeking compensation from other borrowers in the United States loan market with respect to similarly affected loans under agreements with such borrowers having provisions similar to this Section 3.04. Any demand for increased amounts pursuant to Section 3.04(a) or (b) shall be deemed a representation as to the foregoing.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reservereserve including pursuant to regulations issued from time to time by the Federal Reserve Board for determining any maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement)), special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Credit Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, the L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the 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: (i1) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)Issuer; (ii2) 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 (iii3) impose on any Lender or the L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR Loans or SOFR Daily Floating Rate Swing Line Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) 1. impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)Issuer; (ii) 2. 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) 3. 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 Agreement or Term SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, Borrower the Borrowers will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFRcontemplated by Section 3.04(d)) 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 its loans, loan principal, letters of credit, principal 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 Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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, L/C Issuer Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, subject to Section 3.04(e) and upon written request of such Lender, L/C Issuer Lender or such other Recipient, the Borrower will pay to such Lender, L/C Issuer Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender or such other Recipient shall be entitled to seek compensation pursuant to this Section 3.04(a) if it shall not be the general policy of such Lender or such other Recipient at such time to seek compensation from other similarly situated borrowers in respect of Contractual Obligations with such borrowers that provide for such compensation.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)the LIBOR) 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 Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or the L/C Issuer or other RecipientIssuer, Borrower the Borrowers will pay to such Lender, Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer (except any reserve requirement reflected in Term SOFR)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 Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon the written request of such Lender, Lender or L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in Term SOFR)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 L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Loans bearing interest based on Daily Simple SOFR made by such Lender or Term SOFR Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credittherein; 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, Lender or 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 or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such L/C Issuer or other RecipientIssuer, 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, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR)Purchaser; (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 theretothereto or change the basis of taxation of payments to the Recipient in respect thereof; or (iii) impose on any Lender Purchaser or L/C Issuer the relevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans Investments made by such Lender or any Letter of Credit Purchaser or participation in any such Loan or Letter of Credittherein; and the result of any of the foregoing shall be to increase the cost to such Lender Purchaser or such other Recipient of making, converting to, continuing or maintaining any Loan Investment or of maintaining its obligation to make any such LoanInvestment, 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, L/C Issuer Purchaser or other Recipient hereunder (whether of Capital, principal, interest interest, Yield or any other amount) then, upon request of such Lender, L/C Issuer Purchaser or other Recipient, Borrower the Seller will pay to such Lender, L/C Issuer Purchaser or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer Purchaser or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that upon the occurrence of any Change in Law imposing a reserve percentage on any interest rate based on SOFR, the Administrative Agent, in its reasonable discretion, may modify the calculation of each such SOFR-based yield or interest rate to add (or otherwise account for) such reserve percentage. The obligations of the Seller under this Section 4.01(a)(iii) shall survive the termination of this Agreement and the repayment of any Investment.