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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(ereflected in Adjusted LIBORSOFR)) or any L/C Issuer; , (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of creditcommitment, 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 Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or other Recipient of making, converting to, continuing 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, Borrowers shall, on or before the Required Payment Time after such L/C Issuerrequest, the Borrower will pay to any such Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerother 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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; Issuing Bank, (ii) subject the Administrative Agent or any Recipient Lender 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; with respect to any Loan Document or (iii) impose on any Lender or any L/C Issuer or the London interbank market Issuing Bank 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 therein; , and the result of any of the foregoing shall be to increase the cost to such Lender or any Issuing Bank of making, converting to, continuing 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 or such L/C Issuer any Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C IssuerIssuing Bank, the Borrower Borrowers will pay to such Lender or such L/C Issuer, as the case may be, Issuing Bank such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Issuing Bank for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR Rate) or any the L/C Issuer; (ii) subject any Recipient Lender or the 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, commitments Credit or other obligationsany LIBOR Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.1 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate LIBOR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any LIBOR 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided, however, that such Lender’s or the LC Issuer’s determination of any such amounts assessed against Borrower shall be consistent with the determination of amounts assessed against other borrowers that are similarly situated to Borrower.

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted LIBOR Rate or the LIBOR Index Rate) or any L/C IssuerIssuing 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 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 Issuing Bank 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender Lender, such Issuing Bank or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, Issuing Bank or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, the Borrower will pay to such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, 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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C IssuerAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 5.03, (B) Taxes described in clauses clause (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes; the Taxes described in this parenthetical, “Covered Taxes”) on its loans, loan principal, letters of credit, commitments 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 Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement or Eurodollar Rate Loans made by such Lender Agreement, any other Transaction Document, any Loan or any Letter of Credit participation therein or participation therein(B) affecting its obligations or rights to make Loans; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent or a Lender of makinghereunder, converting to, continuing (B) funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or (or of C) maintaining its obligation to make fund or maintain any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon request of such Lender or such L/C IssuerAffected Person, the Borrower will shall pay to such Lender or such L/C Issuer, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Affected Person for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments any kind whatsoever with respect to this Agreement or other obligationsany Eurocurrency Rate Loan made by it, or its depositschange the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurocurrency Rate 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C IssuerLender, the Borrower or the applicable Designated Borrower, as applicable, will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Borrower under any other provision of this Agreement. The Borrower and each applicable Designated Borrower shall have the rights specified in Section 11.13 in respect of any Lender for whose account the Borrower or such Designated Borrower makes any payment under this Section 3.04.

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 (except except, in the case of Eurodollar Rate Loans, any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or (in the case of Eurodollar Rate Loans) the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans or Revolving Credit Loans or Term A-6 Loans that are Term SOFR Loans, as applicable, made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or the Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e), other than as set forth below) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the applicable L/C Issuer, the Borrower Borrowers will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments any kind whatsoever with respect to this Agreement or other obligationsany Eurodollar Rate Loan made by it, or its depositschange the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C IssuerLender, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. The Borrower shall have the rights specified in Section 10.13 in respect of any Lender for whose account the Borrower makes any payment under this Section 3.04.

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 Bank (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate Reserve Percentage) or any L/C IssuerIssuing Bank; (ii) subject any Recipient Bank or any Issuing Bank 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 Credit, any Letter of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligationsCredit Advance, or its depositsany Eurodollar Rate Advance made by it, reservesor change the basis of taxation of payments to such Bank or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.14 and the imposition of, other liabilities or capital attributable theretoany change in the rate of, any Excluded Tax payable by such Bank or Issuing Bank); or (iii) impose on any Lender Bank or any L/C Issuer Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans Advance made by such Lender Bank or any Letter of Credit, participation therein or Letter of Credit or participation thereinAdvance; and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Advance (or of maintaining its obligation to make any such LoanAdvance), or to increase the cost to such Lender Bank or such L/C Issuer 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 Letter of Credit Advance, or to reduce the amount of any sum received or receivable by such Lender Bank or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender Bank or such L/C IssuerIssuing Bank, the Borrower will pay to such Lender Bank or such L/C IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or such L/C IssuerIssuing Bank, 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, deposit or similar requirement (including any compulsory loan, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(ereflected in the LIBOR 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 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuerother Recipient, the Borrower will pay to such Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerother 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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Reserve Adjusted Eurodollar Rate) or any L/C IssuerIssuing Bank; (ii) subject any Recipient Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Excluded Taxes, (B) Taxes described in clauses Indemnified Taxes, (bC) through (d) of the definition of Excluded Other Taxes and (CD) Other Connection Income Taxes on gross or net income, profits or receipts (including value-added or similar Taxes)) on its loanswith respect to this Agreement, loan principalany Letter of Credit, letters any participation in a Letter of creditCredit, commitments or other obligationsany Fixed Rate Loans made by it, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer Issuing Bank or the London interbank market or the Toronto bankers acceptance market any other condition, cost or expense affecting this Agreement or Eurodollar Fixed Rate Loans hereunder made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Fixed Rate Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation obligations to make any such Loan), ) or to increase the cost to such Lender or such L/C Issuer Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then), then upon request of such Lender or such L/C Issuer, the Borrower Borrowers will pay to such Lender or such L/C Issuer, as the case may be, Issuing Bank such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Issuing Bank 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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR Rate) or any the L/C Issuer; (ii) subject any Recipient Lender or the 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, commitments Credit or other obligationsany LIBOR Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.1 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate LIBOR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any LIBOR 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will shall pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Term SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR Rate) or any the L/C Issuer; (ii) subject any Recipient Lender or the 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, commitments Credit or other obligationsany LIBOR Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.1 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate LIBOR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any LIBOR 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any the L/C Issuer; (ii) subject any Recipient Lender or the 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, commitments Credit or other obligationsany Monthly Adjusted Term SOFR Loan made or participated in by it, or its depositschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except, reservesin each case, other liabilities for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or (iii) impose on any Lender or any the L/C Issuer or the London any applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Monthly Adjusted Term SOFR Loans made or participated in by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate SOFR or Monthly Adjusted Term SOFR (or of maintaining its obligation to make or participate in any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.C

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 (except with respect to the applicable Reserve Percentage with respect to any reserve requirement contemplated by Section 3.04(eEurodollar Loans)) 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 creditcommitments, 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 thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuerother Recipient, the Borrower will pay to such Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. -91- (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted Term SOFR) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or 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 or such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such Lender, L/C IssuerIssuer or other Recipient, the Borrower will pay to such Lender or such Lender, L/C IssuerIssuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, L/C IssuerIssuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.; provided that neither such Lender, L/C Issuer or other Recipient shall be permitted to demand compensation for any increased cost pursuant to this Section if it shall not at the time be the general policy or practice of such Lender, L/C Issuer or other Recipient to demand such compensation in similar circumstances under comparable provisions of other credit agreements. 67 0000-0000-0000.14875-3923-5757.8

Increased Costs Generally. If any Change in Law shall: (ia) impose, modify or deem applicable any reserve, special deposit, (i) compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except any reserve requirement contemplated by Section 3.04(ewhich is reflected in the determination of the Adjusted Eurodollar Rate hereunder)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (ii) (B) Taxes described in clauses (bii) through (div) 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, other liabilities or capital attributable thereto; or (iii) impose on any Lender (or any L/C Issuer its Lending Office) or the London interbank (iii) market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender (or its Lending Office) of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Base Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) ), then, upon request of such Lender or such L/C IssuerLender, the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered. Capital Requirements. If any Lender determines in good faith that any Change (b) in Law affecting such Lender or any Lending Office of such Lender or such L/C IssuerLender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Lender’s holding company for any such additional costs incurred or reduction suffered.. 67 9482345

Increased Costs Generally. If any Change in Law shall: (ishall:(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, loan,(i) insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR RateAdjusted Term SOFR) or any L/C Issuerthe Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes Taxes(ii) described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer Issuing Lender or the London interbank market any other other(iii) 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Lender or such other Recipient of making, converting to, continuing 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, such Issuing Lender or such L/C Issuer 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, such Issuing Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such Issuing Lender or such L/C Issuerother Recipient, the Borrower will shall promptly pay to any such Lender, such Issuing Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.reduction. Capital Requirements. If any Lender or the Issuing Lender determines that any Change in Law(b) affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Xxxxxx’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as - 66-

Increased Costs Generally. If any Change in Law shall: (ishall:(a) impose, modify or deem applicable any reserve, special deposit, compulsory compulsory(i) loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR Rate) or any L/C Issuerthe Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes Taxes(ii) 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, other liabilities or capital attributable thereto; or (iii) 52 59442126_10 74897129_7 impose on any Lender or any L/C Issuer the Issuing Lender or the London interbank market any any(iii) other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Lender or such other Recipient of making, converting to, continuing 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, the Issuing Lender or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Issuing Lender or other Recipient, the Borrower shall promptly pay to any such Lender, the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. Capital Requirements. If any Lender or the Issuing Lender determines that any Change(b) in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time upon written request of such Lender or such L/C Issuer, the Issuing Lender the Borrower will shall promptly pay to such Lender or such L/C Issuerthe Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such L/C IssuerLender’s or the Issuing Lender’s holding company for any such reduction suffered. Certificates for Reimbursement. A certificate of a Lender, or the Issuing Lender or such(c) other Recipient setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender or(d) such other Recipient to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or the Issuing Lender or any other Recipient pursuant to this Section for such additional any increased costs incurred or reduction suffered.reductions suffered more than one hundred eighty (180) days prior to the date that such Lender or the Issuing Lender or such other Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or the Issuing Lender’s or such other Recipient’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof). 53 59442126_10 74897129_7

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 (except any reserve requirement contemplated 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 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 affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation thereintherein (except for Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender, by an amount which such Lender deems to be material in its sole discretion, of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the 47354535_7 Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that such additional costs incurred and reductions suffered shall be determined by such Lender’s or L/C Issuer’s, as the case may be, reasonable allocation of the aggregate additional cost incurred or reduction suffered due to such events that are allocable to this Agreement. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any additional cost incurred or reduction suffered pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Rate Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, 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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C IssuerAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 5.03, (B) Taxes described in clauses clause (b) through (d) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes; the Taxes described in this parenthetical, “Covered Taxes”) on its loans, loan principal, letters of credit, 24 US-DOCS\137537506.9 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 Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement or Eurodollar Rate Loans made by such Lender Agreement, any other Transaction Document, any Loan or any Letter of Credit participation therein or participation therein(B) affecting its obligations or rights to make Loans; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent or a Lender of makinghereunder, converting to, continuing (B) funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or (or of C) maintaining its obligation to make fund or maintain any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon request of such Lender or such L/C IssuerAffected Person, the Borrower will shall pay to such Lender or such L/C Issuer, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Affected Person for such additional costs incurred or reduction suffered.. (b)

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, 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 Affected Person (except any such reserve requirement contemplated by Section 3.04(erequirements reflected in the Term SOFR Rate or Daily 1M SOFR)) or any L/C Issuer; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 5.03, (B) Taxes described in clauses clause (b) through or (dc) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments 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 Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Sold Assets, the Seller Collateral, this Agreement or Eurodollar Rate Loans made by such Lender Agreement, any other Transaction Document, any Program Support Agreement, any Capital or any Letter of Credit participation therein or participation therein(B) affecting its obligations or rights to make Investments or fund or maintain Capital; and the result of any of the foregoing shall be to increase the cost to such Lender Affected Person of making(A) acting as the Administrative Agent, converting toa Group Agent or a Purchaser hereunder or as a Program Support Provider with respect to the transactions contemplated hereby, continuing (B) making any Investment or funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Capital (or of any portion thereof) or (C) maintaining its obligation to make any such Loan), Investment or to increase the cost to such Lender fund or such L/C Issuer of participating in, issuing or maintaining maintain any Letter of Credit Capital (or of maintaining its obligation to participate in or to issue any Letter of Creditportion thereof), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon request of such Lender Affected Person (or such L/C Issuerits Group Agent), the Borrower will Seller shall pay to such Lender or such L/C Issuer, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Affected Person for such additional costs incurred or reduction suffered.. (b)

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 credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C IssuerLender; (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, 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 thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuerother Recipient, the Borrower will pay to such Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any 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 loansLoans, loan Loan principal, letters Letters of creditCredit, commitments Commitments, or other obligationsObligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank SOFR market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Agreement, SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Adjusted Term SOFR (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.104 US-DOCS\140506888.9146702970.6

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 (except any reserve requirement contemplated by Section 3.04(e)Lender) or any L/C Issuer; (ii) subject any Recipient Lender or any Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuer in respect thereof (except for (i) any Excluded Taxes or any Non-Excluded Taxes or Other Taxes indemnified or otherwise paid under Section 3.1, or (other than (Aii) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) any amount that is compensated for under Section 3.2 or would have been compensated for under Section 3.2 but was not so compensated solely because any of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansrelevant exclusions applied, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) any Bank Levy); or impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein, in each case that is not otherwise accounted for in this clause (a); and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of from time to time within fifteen (15) days after demand by such Lender or Issuer setting forth in reasonable detail such L/C Issuerincreased costs (with a copy of such demand to the Administrative Agent), the Borrower Borrowers will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted LIBO Rate) or any L/C IssuerIssuing Bank; (ii) subject result in any Recipient increase in Tax to any Lender or any Issuing Bank (except for Indemnified Taxes (other than (A) Indemnified or Other Taxes covered by Section 2.14 and any Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or (iii) impose on any Lender or any L/C Issuer Issuing Bank 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar 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 or such L/C Issuer Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) ), in each case by an amount reasonably deemed by such Lender to be material, then, upon request of such Lender or such L/C IssuerIssuing Bank, the Borrower will pay to such Lender or such L/C IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C IssuerIssuing 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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted LIBO Rate) or any L/C IssuerIssuing Bank; (ii) subject any Recipient Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Excluded Taxes, (B) Taxes described in clauses Indemnified Taxes, (bC) through (d) of the definition of Excluded Other Taxes and (CD) Other Connection Income Taxes on gross or net income, profits or receipts (including value-added or similar Taxes)) on its loanswith respect to this Agreement, loan principalany Letter of Credit, letters any participation in a Letter of creditCredit, commitments or other obligationsany Eurodollar Loans made by it, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans hereunder made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation obligations to make any such Loan), ) or to increase the cost to such Lender or such L/C Issuer Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then), then upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, Issuing Bank such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Issuing Bank 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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate) or any L/C IssuerFronting 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 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 Fronting Bank 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, the Fronting Bank or such other Recipient of making, converting to, continuing 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, such Fronting Bank or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, such Fronting Bank or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, such Fronting Bank or such L/C Issuerother Recipient, the Borrower will shall promptly pay to any such Lender Lender, such Fronting Bank or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, such Fronting Bank or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C IssuerLender; (ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) Tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments any kind whatsoever with respect to this Agreement or other obligationsany SOFR Loan made by it, or its deposits, reserves, other liabilities change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes indemnifiable under Section 3.01 and any Excluded Taxes); or (iii) impose on any Lender or any L/C Issuer or the London applicable offshore interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate SOFR Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any SOFR 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Lender, or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C IssuerLender, the Borrower will pay to such Lender or such L/C IssuerLender, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C IssuerLender, as the case may be, for such additional costs incurred or reduction suffered.. (b)

Increased Costs Generally. If any Change in Law shall: (ishall:(a) impose, modify or deem applicable any reserve, special deposit, deposit,(i) compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in byin, by any Lender (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted LIBO Rate) or the Issuing Bank; subject the Administrative Agent, any L/C Issuer; (iiLender or the Issuing Bank(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 Loan made by it, or change the basis of taxation of payments to such Administrative Agent or Lender or the Issuing Bank in respect thereof (other than in each case, except for (A) Indemnified Taxes, Taxes or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or (iii) impose on the Administrative Agent, any Lender or any L/C Issuer the Issuing(iii) Bank or the London interbank market any other condition, cost or expense (other than any Taxes) affecting this Agreement or Eurodollar Rate EurodollarSOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any EurodollarSOFR Loan or any other Loan in the interest on which is determined by reference to the Eurodollar Rate case of clause (ii) (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender Lender, the Issuing Bank or such L/C Issuer Lender’s or the Issuing Bank’s holding company, if any, 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 the Administrative Agent, such Lender or such L/C Issuer the Issuing Bank hereunder (whether of principal, interest or any other amount) ), then, upon written request of the Administrative Agent, such Lender or such L/C Issuerthe Issuing Bank, as applicable, the Borrower will pay to the Administrative Agent, such Lender or such L/C Issuerthe Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Lender or such L/C Issuerthe Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.. Capital Requirements. If any Lender or the Issuing Bank determines (in(b) good faith, in its reasonable discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such 87 US-DOCS\121951479.16133960081.2

Increased Costs Generally. If any Change in Law shall: (i) imposexxiii.impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e3.04(d)) or any the L/C Issuer; (ii) subject xxiv.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 xxv.impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) tax of the definition any kind whatsoever with respect to this Agreement or any Eurocurrency Rate Loan made by it or any Letter of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments Credit or other obligationsparticipation therein, or its depositschange the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or (iii) impose on any Lender or any L/C Issuer Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurocurrency Rate 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 or such L/C Issuer Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C IssuerLender, the Borrower or the applicable Designated Borrower, as applicable, will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Borrower under any other provision of this Agreement. The Borrower and each applicable Designated Borrower shall have the rights specified in Section 11.13 in respect of any Lender for whose account the Borrower or such Designated Borrower makes any payment under this Section 3.04.

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Term SOFR Rate or Daily SOFR) or any L/C Issuerthe Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bii) through (div) 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, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Issuing Lender or any L/C Issuer or the London interbank relevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate any Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, making converting to, continuing or maintaining any Loan under the interest on which is determined by reference to the Eurodollar Term SOFR Rate Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Lender or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Issuing Lender or such L/C Issuerother Recipient, the Borrower will pay to such Lender, the Issuing Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerthe Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR Rate) or any the L/C Issuer; (ii) subject any Recipient Lender or the 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, commitments Credit or other obligationsany SOFR Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.1 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar the Term SOFR Rate Loans or Daily Simple SOFR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Term SOFR Rate Loan the interest on which is determined by reference to the Eurodollar or Daily Simple SOFR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided, however, that such Lender’s or the LC Issuer’s determination of any such amounts assessed against Borrower shall be consistent with the determination of amounts assessed against other borrowers that are similarly situated to Borrower.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge charge, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBO Rate) or any the L/C Issuer; (ii) subject any Recipient Lender or the L/C Issuer 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 LIBO Rate 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 (A) except for Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Other 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 the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any LIBO Rate 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower Borrowers will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.suffered as set forth in a certificate provided by such Lender or the L/C Issuer, as applicable, - 94- 6245414.1

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 Bank (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate Reserve Percentage) or any L/C IssuerIssuing Bank; (ii) subject any Recipient Bank or any Issuing Bank to any Taxes (other than (A) Indemnified Taxeswith respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition Credit, any Letter of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligationsCredit Advance, or its depositsany Eurodollar Rate Advance made by it, reservesor change the basis of taxation of payments to such Bank or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.14 and the imposition of, other liabilities or capital attributable theretoany change in the rate of, any Excluded Tax payable by such Bank or Issuing Bank); or (iii) impose on any Lender Bank or any L/C Issuer Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans Advance made by such Lender Bank or any Letter of Credit, participation therein or Letter of Credit or participation thereinAdvance (excluding for purposes of this subsection (iii) any Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making, converting to, continuing or maintaining any Loan Eurodollar Rate Advance (or of maintaining its obligation to make any such Advance) or any Base Rate Advance the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan)Rate, or to increase the cost to such Lender Bank or such L/C Issuer 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 Letter of Credit Advance, or to reduce the amount of any sum received or receivable by such Lender Bank or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender Bank or such L/C IssuerIssuing Bank, the Borrower will pay to such Lender Bank or such L/C IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or such L/C IssuerIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered; provided, that such Bank or such Issuing Bank certifies to the Borrower that it is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such Bank or Issuing Bank has the right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements.

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuerthe Issuing Bank; (ii) subject any Recipient Lender or the Issuing Bank 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, commitments Credit or other obligationsany Eurodollar Rate Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by § 5.13 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe Issuing Bank); or (iii) impose on any Lender or any L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Revolving Credit Loan), or to increase the cost to such Lender or such L/C Issuer the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer the Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuerthe Issuing Bank, the Borrower applicable Borrowers will pay to such Lender or such L/C Issuerthe Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerthe Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted LIBOR Rate or the LIBOR Index Rate) or any L/C Issuerthe 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 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 the Issuing Bank 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender Lender, the Issuing Bank or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, the Issuing Bank or such L/C Issuer any other Recipient hereunder (whether of principal, interest or any other amount) by an amount deemed to be material by such Lender, Issuing Bank or other Recipient, as the case may be, then, upon request of such Lender Lender, the Issuing Bank or such L/C Issuerother Recipient, the Borrower will pay to such Lender Lender, the Issuing Bank or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.71 130164155_5

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, supplemented 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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C IssuerLender; (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, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Term SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Adjusted Term SOFR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer or Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C IssuerIssuer or Recipient, the Borrower will pay to such Lender or such the L/C IssuerIssuer or Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.Lender

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 (except any reserve requirement contemplated by Section 3.04(ereflected in the Eurodollar Rate Reserve Percentage, in the case of Eurodollar Rate Advances)) 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 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 Advances made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (Advance or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Advance, or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or such L/C Issuerother Recipient, the Borrower will willshall promptly pay to such Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. 33 AmericasActive:16797229.116797229.4 (b)

Increased Costs Generally. If any (i) Change in Law Law, or (ii) compliance by any Lender or the L/C Issuer with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority (including Regulation D of the FRB), 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 (including, without limitation, in respect of any Letter of Credit) by, any Lender (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR Rate) or any the L/C Issuer; (iiB) subject any Recipient Lender or the L/C Issuer 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 loanswith respect to this Agreement, loan principalany Letter of Credit, letters any participation in a Letter of credit, commitments Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoany LIBOR Rate Loan made by it; or (iiiC) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any LIBOR Rate 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower Borrowers will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered., together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. (b)

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 Bank (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted Eurocurrency Rate) or any L/C Issuerthe Issuing Bank; (ii) subject any Recipient Bank or any Issuing Bank 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 Credit or any Loan under the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligationsEurocurrency Rate Option made by it, or its depositschange the basis of taxation of payments to such Bank or such Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 [Taxes] and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Bank or capital attributable theretosuch Issuing Bank); or (iii) impose on any Lender or Bank, any L/C Issuer Issuing Bank or the London interbank market Relevant Interbank Market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender Bank or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to actually increase the cost to such Lender Bank of making, converting to, continuing or maintaining any Loan under the interest on which is determined by reference to the Eurodollar Eurocurrency Rate Option (or of maintaining its obligation to make any such Loan)) by an amount which such Bank in its commercially reasonable discretion exercised in good xxxxx xxxxx to be material, or to actually increase the cost to such Lender Bank or such L/C Issuer 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)) by an amount which such Bank in its commercially reasonable discretion exercised in good xxxxx xxxxx to be material, or to actually reduce the amount of any sum received or receivable by such Lender Bank or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) by an amount which such Bank in its commercially reasonable discretion exercised in good xxxxx xxxxx to be material then, upon request of notice from such Lender Bank or such L/C IssuerIssuing Bank to the Borrowers, the Borrower Borrowers will pay to any such Lender Bank or such L/C Issuer, as the case may be, Issuing Bank such additional amount or amounts as will necessary to compensate such Lender Bank or such L/C IssuerIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered. Such notice shall set forth in reasonable detail the basis for such Bank's or such Issuing Bank's determination. Such amount shall be due and payable by the Borrowers to such Bank or such Issuing Bank within ten (10) Business Days after the date on which such notice is given. 5.8.2.

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 (except any reserve requirement contemplated by Section 3.04(e)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar BSBY Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments 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 Term SOFR Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Term SOFR (or of maintaining its obligation to make any such Loan) (or, in the case of clause (ii), or to increase the cost to such Lender any Loan), or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or Credit),or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer 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 Lender or such L/C Issueraccompanied by the certificate described in clause (c) below, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, 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. (b)

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 (except any reserve requirement contemplated by Section 3.04(ereflected in 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 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 thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or such L/C Issuerother Recipient, the Borrower will shall promptly pay to any such Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the BSBY Rate) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar BSBY Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar BSBY Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C the Letter of Credit Issuer; (ii) subject any Recipient Lender or the Letter of Credit Issuer 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 SOFR Loan made by it, or change the basis of taxation of payments to such Lender or the Letter of Credit Issuer in respect thereof (other than except for (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 the Letter of Credit Issuer or the London interbank SOFR market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C the Letter of Credit Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C the Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C the Letter of Credit Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.Loan 111

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C the Letter of Credit Issuer; (ii) subject any Recipient Lender or the Letter of Credit Issuer 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 SOFR Loan made by it, or change the basis of taxation of payments to such Lender or the Letter of Credit Issuer in respect thereof (other than except for (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 the Letter of Credit Issuer or the London interbank SOFR market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C the Letter of Credit Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C the Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C the Letter of Credit Issuer, the Borrower Loan Parties will pay to such Lender or such L/C the Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C the Letter of Credit Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer); (ii) subject the Administrative Agent or any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) Tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments any kind whatsoever with respect to this Agreement or other obligationsany Eurocurrency Rate Loan made by it, or its depositschange the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurocurrency Rate 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issueraccompanied by a certificate required by subsection (c) below, the Borrower or the applicable Designated Borrower, as applicable, will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided, that any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Borrower or any Designated Borrower under any other provision of this Agreement. The Borrower and each applicable Designated Borrower shall have the rights specified in Section 11.13 in respect of any Lender for whose account the Borrower or such Designated Borrower makes any payment under this Section 3.04.

Increased Costs Generally. If any Change in Law shall: (i) imposepresent or future applicable law, modify which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or deem applicable by any reservegovernmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, special depositdirectives, compulsory loan, insurance charge instructions and notices at any time or similar requirement against assets of, deposits with from time to time hereafter made upon or for the account of, or credit extended or participated in by, otherwise issued to any Lender (except by any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments central bank or other obligationsfiscal, monetary or its depositsother authority (whether or not having the force of law), reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender any tax, levy, impost, duty, charge fees, deduction or withholdings of any L/C Issuer nature or requirements with respect to this Credit Agreement, the London interbank market any other conditionLoan Documents, cost or expense affecting this Agreement or Eurodollar Rate Loans made by the Loans, such Lender or any Letter Lender's Commitment, the Letters of Credit or participation therein; any class of loans or commitments or letters of credit of which any of the Loans, the Commitments or the Letters of Credit forms a part, and the result of any of the foregoing shall be is: to increase the cost to such Lender of making, converting tofunding, continuing issuing, renewing, extending or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any Loans, such Loan)Lender's Commitment, or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter Letters of Credit), ; or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or other amount payable to such Lender hereunder on account of such Lender's Commitment, the Loans, or drawings under the Letters of Credit, or to require such Lender to make any payment or to forego any interest or other amount) sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Borrowers hereunder, then, and in each such case, the Borrowers will, upon request of demand made by such Lender or such L/C Issuerat any time and from time to time and as often as the occasion therefor may arise, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will be sufficient to compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred cost, reduction, payment or reduction sufferedforegone interest or other sum (after such Lender shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).

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 (except any reserve requirement contemplated by Section 3.04(e2.11(d)) or any L/C Issuerthe 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 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 the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Advance (or of maintaining its obligation to make any such LoanAdvance), or to increase the cost to such Lender or such L/C Issuer the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer the Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuerthe Issuing Bank, the Borrower Borrowers will jointly and severally pay to such Lender or such L/C Issuerthe Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerthe Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, to or continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate) or any L/C IssuerIssuing 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 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 Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation thereinin 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 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, such Issuing Bank or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, Issuing Bank or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, the Borrower will pay to such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.66 #96922345v9

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 (except any reserve requirement contemplated by Section 3.04(e3.04(d)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate RateTerm SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C 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, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C LC Issuer or the London 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, LC Issuer or such other Recipient of making, converting to, continuing 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, such LC Issuer or such L/C Issuer 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, LC Issuer or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender Lender, LC Issuer or such L/C Issuerother Recipient, the Borrower Credit Parties will pay to such Lender Lender, LC Issuer or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, LC Issuer or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR Rate) or any L/C IssuerIssuing 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 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 the Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Lender or such other Recipient of making, converting to, continuing 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, the Issuing Lender or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Issuing Lender or such L/C Issuerother Recipient, the Borrower will BorrowersBorrower shall promptly pay to any such Lender, the Issuing Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e), other than as set forth below) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dg) 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, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London Londonany applicable interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or Eurodollar Rate Eurocurrency RateTerm SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.; provided that such amounts shall be consistent conceptually with amounts that the Lender or L/C Issuer is generally charging other similarly situated borrowers and shall not be duplicative of any amounts paid by the Company under any other provision of this Agreement. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)the definition of the “Eurodollar Rate”) or any 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 loansLoans, loan Loan principal, letters Letters of creditCredit, commitments Commitments, or other obligationsObligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Term SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, 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, the Administrative Agent, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any the L/C Issuer; (ii) subject the Administrative Agent, any Recipient Lender or the 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 loansCredit or any Term SOFR Loan, loan principal, letters of credit, commitments or other obligationsDaily SOFR Loan, or its depositsAlternative Currency Loan made by it, reservesor change the basis of taxation of payments to the Administrative Agent, other liabilities such Lender or capital attributable theretothe L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Administrative Agent, such Lender or the L/C Issuer); or (iii) impose on the Administrative Agent, any Lender or any the L/C Issuer or the London any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Term SOFR Loans, Daily SOFR Loans, or Eurodollar Rate Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to the Administrative Agent or such Lender of making, maintaining, converting to, to or continuing 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 the Administrative Agent, such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of the Administrative Agent, such Lender or such the L/C Issuer, the Borrower will pay to the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Term SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan, (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower Borrowers will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any the applicable 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 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 affecting this Agreement Agreement, Term SOFR Loans, SOFR Daily Floating Rate Loans or Eurodollar Rate Alternative Currency Loans made by such Lender or any Letter of Credit issued by such L/C Issuer or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such any L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the EurodollarTerm SOFR Rate);(ii) 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 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 interbankrelevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting tointo, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Advance (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of CreditAdvance), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Borrower shall promptly pay to any such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 Bank (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate Reserve Percentage) or any L/C IssuerIssuing Bank; (ii) subject any Recipient Bank or any Issuing Bank 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 Credit, any Letter of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligationsCredit Advance, or its depositsany Eurodollar Rate Advance made by it, reservesor change the basis of taxation of payments to such Bank or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.14 and the imposition of, other liabilities or capital attributable theretoany change in the rate of, any Excluded Tax payable by such Bank or Issuing Bank); or (iii) impose on any Lender Bank or any L/C Issuer Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans Advance made by such Lender Bank or any Letter of Credit, participation therein or Letter of Credit or participation thereinAdvance; and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making, converting to, continuing or maintaining any Loan Eurodollar Rate Advance (or of maintaining its obligation to make any such Advance) or any Base Rate Advance the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan)Rate, or to increase the cost to such Lender Bank or such L/C Issuer 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 Letter of Credit Advance, or to reduce the amount of any sum received or receivable by such Lender Bank or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender Bank or such L/C IssuerIssuing Bank, the Borrower will pay to such Lender Bank or such L/C IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or such L/C IssuerIssuing 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, 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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C IssuerAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than (A) except to the extent such Taxes are Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of for which relief is sought under Section 1.10 or Taxes excluded from the definition of Excluded Taxes and (C) Connection Income Indemnified Taxes) on its Purchased Interest, Capital, 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 Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Pool Assets, this Agreement or Eurodollar Rate Loans made by such Lender Agreement, any other Transaction Document, any Program Support Agreement, any Capital or any Letter of Credit or participation thereintherein or (B) affecting its obligations or rights to make Purchases, fund or maintain Capital or issue or participate in Letters of Credit; and the result of any of the foregoing shall be to increase the cost to such Lender Affected Person of making(A) acting as the Administrator, converting toa Purchaser, continuing a Purchaser Agent or a Liquidity Provider hereunder or as a Program Support Provider with respect to the transactions contemplated hereby, (B) making any Purchase or funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Capital (or any portion thereof), or issuing or participating in, any Letter of Credit (or interest therein) or (C) maintaining its obligation to make any such Loan), Purchase or to increase the cost to such Lender fund or such L/C Issuer of maintain any Capital (or any portion thereof) or issuing or participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon request request, together with a reasonably detailed explanation and calculation thereof, of such Lender Affected Person (or such L/C Issuerits Purchaser Agent), the Borrower will Seller shall pay to such Lender or such L/C Issuer, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Affected Person for such additional costs incurred or reduction suffered.. (b)

Increased Costs Generally. If any Change in Law shall: (ishall:(a) impose, modify or deem applicable any reservereserve (including pursuant to(i) regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplementeal 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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted LIBOR Rate) or any L/C Issueran Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (BB)(ii) 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, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer an Issuing Lender or the London interbank interbank(iii) 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, an Issuing Lender or such L/C Issuer 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, Issuing Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender or such L/C Issuerother Recipient, the Borrower will pay to such Lender, Issuing Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. Capital Requirements. If any Lender or Issuing Lender determines that any(b) Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or such Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by an Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company 75

Increased Costs Generally. If any Change in Law having general applicability to all comparably situated Lenders within the jurisdiction in which such Lender operates 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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted Eurocurrency Rate) or any L/C IssuerIssuing 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 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 Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Lender or such other Recipient of making, converting to, continuing 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, such Issuing Lender or such L/C Issuer 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, such Issuing Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender under Section 2.10(f), such Issuing Lender or such L/C Issuerother Recipient, the Borrower will Borrowers shall, subject to the provisions of Section 2.10(g) (to the extent applicable), pay to any such Lender, such Issuing Lender or such L/C Issuerother Recipient, as the case may be, in accordance with Section 2.10(f), such additional amount or amounts as will compensate such Lender, such Issuing Lender or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (e)

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 (except any reserve requirement contemplated by reflected in Section 3.04(e5.01(e)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is Ninth Amendment 17 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower Company will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments 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 Londonapplicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar EurodollarTerm Rate Loans or LIBOR Daily RateSOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.; provided that Borrower shall not be required to pay any such amounts to any Recipient under and pursuant to this Section 3.04(a) which are owing as a result of any Change in Law if and to the extent such Recipient is not at

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Reserve Adjusted Eurodollar Rate) or any L/C IssuerIssuing Bank; (ii) subject any Recipient Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Excluded Taxes, (B) Taxes described in clauses Indemnified Taxes, (bC) through (d) of the definition of Excluded Other Taxes and (CD) Other Connection Income Taxes on gross or net income, profits or receipts (including value-added or similar Taxes)) on its loanswith respect to this Agreement, loan principalany Letter of Credit, letters any participation in a Letter of creditCredit, commitments or other obligationsany Eurodollar Rate Loans made by it, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans hereunder made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation obligations to make any such Loan), ) or to increase the cost to such Lender or such L/C Issuer Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then), then upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, Issuing Bank such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Issuing Bank 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 (except any reserve requirement contemplated by Section 3.04(e)) or any the L/C Issuer; (ii) subject any Recipient Lender or the 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, commitments Credit or other obligationsany Eurodollar Rate Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any 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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate Reserve Percentage, in the case of Eurodollar Rate Advances) or any L/C IssuerLC 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 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 LC Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans Advances made by such Lender or any Letter of Credit or Swingline Advance or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, any LC Issuing Bank or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Advance (or of maintaining its obligation to make any such LoanAdvance), or to increase the cost to such Lender Lender, such LC Issuing Bank or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit or Swingline Advance (or of maintaining its obligation to participate in or to issue any Letter of CreditCredit or Swingline Advance), or to reduce the amount of any sum received or receivable by such Lender Lender, such LC Issuing Bank or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender Lender, such LC Issuing Bank or such L/C Issuerother Recipient, the Borrower will willshall promptly pay to any such Lender Lender, such LC Issuing Bank or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, such LC Issuing Bank or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments 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 affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of written notice from such Lender or such L/C IssuerIssuer (such notice to set out in reasonable detail the facts giving rise to and a summary calculation of such increased cost or reduced receipts), the Borrower Borrower, within fifteen (15) days of receipt of such notice, will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any the L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (df) of the definition of Excluded Taxes Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London applicable interbank market any other condition, cost or expense affecting this Agreement Agreement, Term SOFR Loans made by such Lender or Eurodollar Rate Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting to, continuing to or maintaining any Term SOFR Loan the interest on which is determined by reference to the Eurodollar Rate or any Alternative Currency Loans (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower Representative will pay (or cause the applicable Borrower to pay) to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the LIBOR Rate) or any L/C Issuerthe Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bii) through (div) 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, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Issuing 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Lender or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Issuing Lender or such L/C Issuerother Recipient, the Borrower Borrowers will pay to such Lender, the Issuing Lender or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerthe Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered. 5.8.2.

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Eurodollar Rate) or any L/C IssuerIssuing Bank; (ii) subject any Recipient Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Facility Letter of Credit, any participation in clauses (b) through (d) a Facility Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments Credit or other obligationsany Eurodollar Rate Loan made by it, or its depositschange the basis of taxation of payments to such Lender or such Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes as to which Section 2.09 shall apply and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretosuch Issuing Bank); or (iii) impose on any Lender or any L/C Issuer Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Facility Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer Issuing Bank of participating in, issuing or maintaining any Facility Letter of Credit (or of maintaining its obligation to participate in or to issue any Facility Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C IssuerIssuing Bank, the Borrower Company will pay to such Lender or such L/C IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C IssuerIssuing 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 (except any reserve requirement contemplated by Section 3.04(e)) or any 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any 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 or LIBOR Daily Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Committed Loan the interest on which is determined by reference to the Eurodollar Rate RateTerm SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower Borrowers will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement contemplated by Section 3.04(e)reflected in the definition of "Eurocurrency Rate" and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or any the L/C Issuer; (ii) subject any Recipient Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); (other than (Aiii) Indemnified Taxesthe Mandatory Cost, (B) Taxes described in clauses (b) through (d) as calculated hereunder, does not represent the cost to any Lender of complying with the requirements of the definition Bank of Excluded Taxes and (C) Connection Income Taxes) on England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or (iiiiv) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurocurrency Rate 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted London Interbank Offered Rate) or any L/C Issuerthe Issuing Bank; (ii) subject any Recipient Lender or the Issuing Bank 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, commitments Credit or other obligationsany Eurodollar Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 10.06 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe Issuing Bank); or (iii) impose on any Lender or any L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation thereintherein (except any reserve requirement reflected in the Adjusted London Interbank Offered Rate); and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar 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 or such L/C Issuer the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer the Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuerthe Issuing Bank, the Borrower will pay to such Lender or such L/C Issuerthe Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerthe Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any the L/C Issuer; (ii) subject any Recipient Lender or the 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, commitments Credit or other obligationsany Term SOFR Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or (iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Term SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, and provided such Lender or L/C Issuer is generally charging its other similarly situated borrowers therefor, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 any member of its Related Group) (except any reserve requirement contemplated by Section 3.04(ethe definition of LIBOR Rate)) or any L/C Issuer; (iiB) subject any Recipient Indemnified Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes taxes described in clauses clause (b) through (di) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments the Loans or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto (but excluding any Excluded Taxes described in clauses other than clause (i) of the definition of Excluded Taxes); or (iiiC) impose on any Lender (or any L/C Issuer member of its Related Group) or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation thereinAgreement; and the result of any of the foregoing shall be to (i) increase the cost to such Lender (or any member of its Related Group) of making, converting to, continuing or maintaining any Loan its investment in its Loans the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan)LIBOR Rate, or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to ii) reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder Person (whether of principal, interest or any other amount), or (iii) increase the amount of high quality liquid assets required to be maintained by such Person, or (iv) result in the imposition of any internal charges related to liquidity to such Lender, then, upon request of such Lender or such L/C IssuerLender, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered., subject to clauses (3) and (4) below. (2)

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 (except (A) any reserve requirement contemplated by Section 3.04(e)reflected in the definition of "Eurocurrency Rate" and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or any L/C Issuer; (ii) subject any Recipient Lender or any L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes (other than (A) Indemnified Taxesor Other Taxes covered by Section 3.01 and the imposition of, (B) Taxes described or any change in clauses (b) through (d) the rate of, any Excluded Tax payable by such Lender or such L/C Issuer); the Mandatory Cost, as calculated hereunder, does not represent the cost to any Lender of complying with the requirements of the definition Bank of Excluded Taxes and (C) Connection Income Taxes) on England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurocurrency Rate 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; Issuing Bank, (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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; thereto or (iii) impose on any Lender or any L/C Issuer or the London interbank market Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made or maintained by such Lender or any Letter of Credit or participation therein; , and the result of any of the foregoing shall be to increase the cost to such Lender Lender, such Issuing Bank or such other Recipient of making, converting to, continuing or maintaining any Loan 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, such Issuing Bank or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Lender, Issuing Bank or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, the Borrower will pay to such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, Issuing Bank or such L/C Issuerother Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, 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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C IssuerAffected Person; (ii) subject any Recipient Affected Person to any Taxes (other than except to the extent such Taxes are (A) Indemnified TaxesTaxes for which relief is sought under Section 5.03, (B) Taxes described in clauses clause (b) through or (dc) of the definition of Excluded Taxes and or (C) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments 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 Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement or Eurodollar Rate Loans made by such Lender Agreement, any other Transaction Document, any Loan or any Letter of Credit participation therein or participation therein(B) affecting its obligations or rights to make Loans; and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent, or a Lender of makinghereunder, converting to, continuing (B) funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or (or of C) maintaining its obligation to make fund or maintain any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principalAffected Person hereunder, interest or any other amount) then, upon request of such Lender or such L/C IssuerAffected Person, the Borrower will shall pay to such Lender or such L/C Issuer, as the case may be, Affected Person such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, Affected Person for such additional costs incurred or reduction suffered.. 44762333169 19631658 762333169 19631658 (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any Lender, the L/C Issuer or the Underlying 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any Lender, the L/C Issuer or the London Underlying Issuer or any applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate SOFR Loans made by such Lender or any Letter of Credit or Reimbursement Undertaking or participation thereinin any of the foregoing; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such Lender, the L/C Issuer or the Underlying Issuer of participating in, issuing or maintaining any Letter of Credit or Reimbursement Undertaking (or of maintaining its obligation to participate in or to issue any Letter of CreditCredit or Reimbursement Undertaking), or to reduce the amount of any sum received or receivable by such Lender or such Lender, the L/C Issuer or the Underlying Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such Lender, the L/C Issuer or the Underlying Issuer, the Borrower will pay to such Lender or such Lender, the L/C Issuer or the Underlying Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, the L/C Issuer or the Underlying Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments 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 affecting this Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated reflected in the Adjusted LIBO Rate) or the Issuing Bank; subject any Lender or the Issuing Bank to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit , any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.04(e)) 5.03 and the imposition of, or any L/C Issuer; (ii) subject change in the rate of, any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of Excluded Tax payable by such Lender or 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 (iii) impose on any Lender or any L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar 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 or such L/C Issuer the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer the Issuing Bank hereunder (whether of principal, interest or any other amount) ), then, upon request of such Lender or such L/C Issuerthe Issuing Bank, the Borrower will pay to such Lender or such L/C Issuerthe Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerthe Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)reflected in the Fixed LIBOR Rate) or any 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 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 affecting this Credit Agreement or Eurodollar Fixed LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan Loan, the interest on which is determined by reference to the Eurodollar Fixed LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuerthe 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 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Issuing Lender or any L/C Issuer or the London interbank relevant 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 therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making 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 or such L/C Issuer the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuerthe Issuing Lender, the Borrower will Borrowers, jointly and severally, agree to pay to such Lender or such L/C Issuerthe Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuerthe Issuing Lender, 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 interest rate to add (or otherwise account for such reserve percentage). 4.7.2

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 (except any reserve requirement contemplated by Section 3.04(e)the definition of the “Eurodollar Rate”) or any 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 loansLoans, loan Loan principal, letters Letters of creditCredit, commitments Commitments, or other obligationsObligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank SOFR market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, SOFR Loans or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or Adjusted Term SOFR (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement, including any compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its applicable Lending Office) (except any reserve requirement contemplated by Section 3.04(e)which is reflected in the determination of the Adjusted Eurodollar Rate hereunder) or any L/C Issuer; 112 (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, other liabilities or capital attributable thereto; or (iii) impose on any Lender (or any its applicable Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate RateSOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient (or its applicable Lending Office) of making, converting to, continuing 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 or such Lender, any L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such Lender, L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such Lender, L/C IssuerIssuer or such other Recipient, the applicable Borrower will pay to such Lender or such Lender, L/C IssuerIssuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, L/C IssuerIssuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 the Issuing Bank (except any such reserve requirement contemplated reflected in the Eurocurrency Rate); (b) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by Section 3.04(e)) such Lender or any L/C IssuerLetter of Credit or participation therein; or (iic) subject any Recipient to any Taxes (other than (A) Indemnified TaxesTaxes or Other Taxes covered by Section 3.01 and the imposition of or any change in the rate of, (B) Taxes described in clauses (b) through (d) of the definition of any Excluded Taxes and (C) Connection Income TaxesTax payable by such Lender) 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 affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or 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 of maintaining its obligation to make any such Loan), or to increase the cost to such Lender Lender, the Issuing Bank or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), ) or to reduce the amount of any sum received or receivable by such Lender Lender, the Issuing Bank or such L/C Issuer other Recipient hereunder (whether of principal, interest or any other amount) otherwise), then, from time to time upon request of such Lender Lender, the Issuing Bank or such L/C Issuerother Recipient, the Borrower Borrowers will pay to such Lender Lender, the Issuing Bank or such L/C Issuerother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender Lender, the Issuing Bank or such L/C Issuerother Recipient, as the case may be, for such additional costs or expenses 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 (except any reserve requirement contemplated by Section 3.04(e)) or any L/C the Letter of Credit Issuer; (ii) subject any Recipient Lender or the Letter of Credit 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 loansCredit, loan principal, letters of credit, commitments any Eurocurrency RateCORRA Loan or other obligationsany SOFR Loan made by it, or its depositschange the basis of taxation of payments to such Lender or the Letter of Credit Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe Letter of Credit Issuer); or (iii) impose on any Lender or any L/C the Letter of Credit Issuer or the London Londonapplicable interbank market any other condition, cost or expense affecting this Agreement Agreement, Eurocurrency RateCORRA Loans or Eurodollar Rate SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate LIBOR or Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C the Letter of Credit Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C the Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C the Letter of Credit Issuer, the Borrower Loan Parties will pay to such Lender or such L/C the Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C the Letter of Credit Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

Increased Costs Generally. If any Change in Law shall: (i) imposelvi.impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e3.04(d)) or any the L/C Issuer; (ii) subject lvii.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, other liabilities or capital attributable thereto; or (iii) impose lviii.impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing 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 or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any 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 loansLoans, loan Loan principal, letters Letters of creditCredit, commitments Commitments, or other obligationsObligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any the L/C Issuer or the London interbank SOFR market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Agreement, SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Adjusted Term SOFR (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such the L/C Issuer, the Borrower will pay to such Lender or such the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. (b)

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 (except any reserve requirement contemplated by Section 3.04(e)reflected in the Term SOFR Rate or Daily SOFR) or any L/C Issuerthe Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (bii) through (div) 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, other liabilities or capital attributable thereto; or (iii) impose on any Lender, the Issuing Lender or any L/C Issuer or the London interbank relevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate any Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, making converting to, continuing or maintaining any Loan under the interest on which is determined by reference to the Eurodollar Term SOFR Rate Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Lender or such L/C Issuer other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C IssuerLender, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.Issuing