Common use of Interest Protection Clause in Contracts

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate funded by it or Interest received by it, or (3) an Affected Party shall be subject 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, then the Borrower Borrowers shall, from time to time, within thirty (30) days after demand by the related Managing AgentLender or other Affected Party, pay such Managing Agent Lender or Affected Party for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of this Section 2.09, such Managing Agent Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at portion or all of the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facilityLoan.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Amendment No. 4 Effective Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofAmendment No. 4 Effective Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or hereof, (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, or (iii) any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty on the next Settlement Date which is at least five (305) days Business Days after demand by receipt of the related Managing Agentcertificate described in Section 2.11(b), pay such Managing Administrative Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Administrative Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of any Change in Law or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Term SOFR Rate (or at a rate based upon the CP Rate then-applicable Benchmark) hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Term SOFR Rate (or at a rate based upon the CP Rate then-applicable Benchmark) funded by it or Interest received by it, or (3) an Affected Party shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) 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, then the Borrower Borrowers shall, from time to time, within thirty five (305) days Business Days after written demand by the related Managing AgentLender or other Affected Party, pay such Managing Agent Lender or Affected Party for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of this Section 2.10, such Managing Agent Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at portion or all of the Adjusted LIBO Rate or Loans; provided, however, that the CP Rate hereunder or pursuant Borrowers shall only be required to pay any Liquidity Agreement or similar liquidity facilitysuch amounts to such Lender if such Lender is imposing such costs generally on similarly situated borrowers.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or hereof, (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty five (305) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof hereofAmendment No. 4 Effective Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofhereofAmendment No. 4 Effective Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or Original Effective Date, (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority imposed after the Original Effective Date (whether or not having the force of law), or (iii) imposed or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) after the date hereof, Original Effective Date; (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty five (305) days Business Days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility.

Interest Protection. (a) i. If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Amendment No. 4 Effective Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofAmendment No. 4 Effective Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility.

Interest Protection. (ai) If due to either: (ia) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (iib) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan Advance which accrues Interest at interest based upon the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereofthereof which such Lender deems to be material, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan Advance which accrues Interest interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Advance which accrues Interest at interest based upon the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Restatement Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofRestatement Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Daily SOFR hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Daily SOFR funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Daily SOFR hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the Restatement Date, which will entitle any Affected Party in its Lender Group to compensation pursuant to Section 2.09(a). Each Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Restatement Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed 57 after the date hereofRestatement Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on TermDaily SOFR hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on TermDaily SOFR funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on TermDaily SOFR hereunder or pursuant to any Liquidity Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Restatement Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofRestatement Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Term SOFR hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Term SOFR funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Term SOFR hereunder or pursuant to any Liquidity Agreement or similar liquidity facility.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Closing Date or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofClosing Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate funded by it or Interest received by it, or (3) an Affected Party shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) 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, then the Borrower Borrowers shall, from time to time, within thirty five (305) days Business Days after demand by the related Managing AgentLender or other Affected Party, pay such Managing Agent Lender or Affected Party for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of this Section 2.09, such Managing Agent Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at portion or all of the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facilityLoan.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof hereof, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility.