If any determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such ’s compliance therewith, there shall be any increase in the cost to such of agreeing to make or making, funding or maintaining EURIBO Rate Loans, Term SOFR Loans, RFR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such in connection with any of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such is organized or has its Lending Office, and # reserve requirements contemplated by [Section 3.04(c)]), then from time to time upon demand of such (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such such additional amounts as will compensate such for such increased cost or reduction.
If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such ’Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining EURIBOEurocurrency Rate Loans, Term SOFR Loans, RFR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and # reserve requirements contemplated by [Section 3.04(c)]), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.
If any determines that as aand the result of any of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such ’s compliance therewith, thereforegoing shall be anyto increase in the cost to such [[Lenders:Lender:Organization]], such Issuing Bank or the Swing Line [[Lender:Organization]] of agreeingmaking or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate or SOFR or, in the case of a Change in Law with respect to Taxes, making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or making, fundingto increase the cost to such , such Issuing Bank or such other of participating in, issuing or maintaining EURIBO Rate Loans, Term SOFR Loans, RFR Loansany Letter of Credit (or of maintaining its obligation to participate in or (as the case may be) issuing or participating in Lettersto issue any Letter of Credit, or a reduction into reduce the amount of any sum received or receivable by such [[Lenders:Lender:Organization]] in connection with anyor such Issuing Bank (whether of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United Statesprincipal, interest or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such is organized or has its Lending Office, and # reserve requirements contemplated by [Section 3.04(c)]other amount)), then then, from time to time uponwithin ten days after demand ofby such [[Lenders:Lender:Organization]] or such Issuing Bank setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent)) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrowers shall will pay to such [[Lenders:Lender:Organization]] or such Issuing Bank such additional amount or amounts as will compensate such [[Lenders:Lender:Organization]] or such Issuing Bank for such increased costadditional costs incurred or reduction.reduction suffered. No , Issuing Bank or Swing Line shall request that the pay any additional amount pursuant to this [Section 3.04(a)] unless it shall concurrently make similar requests to other borrowers similarly situated and affected by such Change in Law and from whom such , Issuing Bank or Swing Line is entitled to seek similar amounts.
If any determines that as aand the result of any of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such ’s compliance therewith, thereforegoing shall be anyto increase in the actual cost to such Lender of agreeingmaking or maintaining any Eurocurrency Loan or Adjusted Term SOFR Loan (or of maintaining its obligation to make any such Loan) or making, fundingto increase the actual cost to such Lender or Issuing Bank of participating in, issuing or maintaining EURIBO Rate Loans, Term SOFR Loans, RFR Loansany Letter of Credit (or of maintaining its obligation to participate in or (asissue any Letter of Credit) or to reduce the case may be) issuing or participating in Lettersamount of Credit, or a reduction in the amountany sum received or receivable by such in connection with anyLender or Issuing Bank hereunder (whether of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costsprincipal, interest or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such is organized or has its Lending Office, and # reserve requirements contemplated by [Section 3.04(c)])otherwise), thenthen, from time to time upon demandrequest of such (with a copy of such demand to the Administrative Agent),Lender or Issuing Bank, the Borrowers shallwill pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such increased costcosts actually incurred or reduction.reduction actually suffered, provided that to the extent any such costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives enacted or promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Basel III after the Effective Date, then such Lender shall be compensated pursuant to this [Section 2.15(a)] only to the extent such Lender is imposing such charges on similarly situated borrowers under the other syndicated credit facilities that such Lender is a lender under. Notwithstanding the foregoing, this paragraph # will not apply to # Indemnified Taxes or Other Taxes or # Excluded Taxes.
IfIf, on or after the date hereof, the adoption of any determines that as a result of the introduction ofapplicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Law, in each case aftersuch authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Closing Date,Federal Reserve Board), special deposit, insurance assessment or such ’s compliance therewith, theresimilar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall beimpose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Eurodollar RateSOFR Loans, its Notes evidencing Eurodollar RateSOFR Loans, or its obligation to make Eurodollar RateSOFR Loans, and the result of any of the foregoing is to increase in the cost to such Lender (or its Applicable Lending Office) of agreeing to make or making, fundingmaking or maintaining EURIBO Rate Loans, Term SOFR Loans, RFR Loansany Loan, or (asto reduce the case may be) issuing or participating in Lettersamount of Credit, or a reduction in the amountany sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto (other than any increased costs on account of # Indemnified Taxes, # Taxes described in connection with any[clauses (ii) through (iv)] of the foregoing (excluding for purposesdefinition of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such is organized or has its Lending Office,Excluded Taxes and # reserve requirements contemplatedConnection Income Taxes) by [Section 3.04(c)]), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent),Agent, the Borrowers shall pay to such Collateral Agent and DBRS), such additional amount or amounts as will compensate such Lender for such increased cost or reduction.reduction shall constitute Increased Costs payable by the Borrower pursuant to [Sections 9.1(a) and 6.4]4]; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
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