Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans or its obligation to make Euro-Currency Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loans, by an amount reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System Board (but excluding with respect to any Euro-Currency Dollar Loan any such requirement to the extent reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Closing Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System Board (but excluding with respect to any Euro-Currency Dollar Loan any such requirement to the extent reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Closing Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be materialmaterial (excluding any amounts already reflected in any Mandatory Costs), then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof Effective Date, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1, or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan any such requirement reflected included in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans or Letters of Credit Liabilities, extent or consequence than those in existence as any of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Notes or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under any of its Note Notes with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay, or cause the relevant Borrower shall pay to pay, to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or Letter of Credit (or participation therein) or any obligation to make Committed Loans made pursuant or to Section 2.1, issue or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Currency Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.17), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome affecting its Fixed Rate Loans, its Note or its participation in nature, extent or consequence than those in existence as any Letter of the Loan Effective Date affecting such Bank’s Euro-Currency Loans Credit or its obligation to make Euro-Currency Loans, Fixed Rate Loans or to issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or Letter of Credit (or participation therein), or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System Board (but excluding with respect to any Euro-Currency Dollar Loan any such requirement to the extent reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Closing Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “"Loan Effective Date”"), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s 's Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent and Documentation Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanthis Amended Agreement, the adoption of any applicable 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 Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank such Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Loans, its Note(s) or its obligation to make Euro-Currency Loans, Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanLoan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Note(s) with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank Lender for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof of this Agreement, in the case of any Committed Loan or Letter of Credit, or any obligation to make Committed Loans made pursuant to Section 2.1, or issue or participate in any Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 Bank (or its Applicable Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participation therein) extended by, any Bank (or its Applicable Lending Office) or any Issuing Bank or shall impose on any Bank (or its Applicable Lending Office) or any Issuing Bank or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans or the Letters or Credit, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) or such Issuing Bank of making or maintaining any Euro-Currency LoanFixed Rate Loan or of issuing or participating in any Letters of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under its Note or Letters of Credit with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank or such Issuing Bank to be material, then, within 15 days after demand by such Bank or such Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or such Issuing Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank or such Issuing Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)Japanese Central Bank), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans TIBOR Loans, its Note, or its obligation to make Euro-Currency TIBOR Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency TIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency TIBOR Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the TIBOR Loans made to such Borrower (based upon a reasonable allocation thereof by such Bank to the Euro-Currency TIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1, or issue or participate in any Letter of Credit or (y) the date of the any related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, limitations any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)Adjusted LIBO Rate), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) made after the Closing Date of any such authority, central bank or comparable agency: shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its LIBOR Loans, its Notes, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans, or its obligation to make LIBOR Loans (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank's principal executive office or Lending Office is located); or shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan LIBOR Loans any such requirement reflected included in an applicable Euro-Currency LIBOR Reserve Percentage)), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency its LIBOR Loans or its obligation to make Euro-Currency Loans, Notes; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the extent applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank generally imposes such additional amounts on other borrowers of hereunder, such Bank in similar circumstancesshall refund such amount or amounts to Borrower without interest.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanthis Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof 115 by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan any such requirement reflected included in an applicable Euro-Currency Statutory Reserve Percentage)Adjustment), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including bankers’ acceptances) extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market or the Canadian bankers’ acceptance market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans or Dollar Loans, any Notes, its obligation to make Euro-Currency LoansDollar Loans or its obligations hereunder in respect of Bankers’ Acceptances or Letters of Credit, and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or of accepting any Bankers’ Acceptance or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note any Notes with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the applicable Administrative Agent), the applicable Borrower shall pay to such Bank Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank Lender for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption or phase in of any applicable law, rule or regulation, or any change in any applicable law, rule rule, directive, guideline, decision, or regulation, or any change in the interpretation interpretation, re-interpretation, application, or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Euribor Loan any such requirement reflected in an applicable Euro-Currency Euribor Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date date hereof affecting such Bank’s Euro-Currency Loans Euribor Loans, its Note, or its obligation to make Euro-Currency Euribor Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Euribor Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending 61 Office) under this Agreement or under its Note with respect to such Euro-Currency Euribor Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Euribor Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote this Agreement, any Regulatory Change: (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Loans, its Note or its obligation to make Eurodollar Loans, or shall change the basis of taxation of payments to any request Bank (or directive its Applicable Lending Office) of the principal of or interest on its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (whether except for changes in the rate of tax on the overall net income of such Bank or not having its Applicable Lending Office imposed by the force of lawjurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to or any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)similar Governmental Authority), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Eurodollar Loans, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note or its obligation to make Euro-Currency Eurodollar Loans, ; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Administrative Agent)Bank, the Borrower Borrowers shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction. The Banks acknowledge and agree that the foregoing subsection (a) creates no right to the extent such Bank generally imposes such demand payment of additional amounts (1) in respect of laws, rules and regulations, as in effect and interpreted and administered on other borrowers of such Bank the date hereof, or (2) already accounted for in similar circumstancesthe Statutory Reserve Rate.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof of this Agreement, in the case of any Committed Loan or any obligation to make Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, any Bank has determined in its reasonable judgment that the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any such Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Promissory Note or its obligation to make Euro-Currency Loans, Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Promissory Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable 74 Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower applicable Borrower(s) shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof hereof, in the case of any Committed Loan or any obligation to make Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule rule, directive, decision or regulation, or any change in the interpretation interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request request, decision or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Dollar Loans or Money Market LIBOR Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable 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 Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)for which such Lender is entitled to compensation for the relevant Interest Period under Section 3.5), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Dollar Loans, its Notes or its obligation to make Euro-Currency Loans, Dollar Loans and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Officeoffice) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined reasonably deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank Lender for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “"Loan Effective Date”"), in the case of any Money Market Loan, the adoption of any applicable 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s 's Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including the NAIC) charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency (including the NAIC) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan Eurodollar Rate Advance any such requirement reflected included in an applicable Euro-Currency Eurodollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in natureaffecting its Eurodollar Rate Advances, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note or its obligation to make Euro-Currency Loans, Eurodollar Rate Advances and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanEurodollar Rate Advance, or of issuing or maintaining any Letter of Credit or its obligations with respect thereto as the Issuing Bank or as a Lender participating therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank Lender on an after-tax basis for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1, or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Currency Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome affecting its Fixed Rate Loans, its Note or its participation in nature, extent or consequence than those in existence as any Letter of the Loan Effective Date affecting such Bank’s Euro-Currency Loans Credit or its obligation to make Euro-Currency Loans, Fixed Rate Loans or issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Euro-Dollar Loan or Letter of Credit or any obligation to make Committed Euro-Dollar Loans made pursuant to Section 2.1, or issue or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve reserve, compulsory loan, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (Board, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in naturecondition, extent cost or consequence expense (other than those in existence as taxes) affecting its Fixed Rate Loans or the Letters of the Loan Effective Date affecting such Bank’s Euro-Currency Credit, its Note evidencing Fixed Rate Loans or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Euro-Currency LoanFixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Administrative Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 180 days prior to the extent date that such Bank generally imposes notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such additional amounts on other borrowers increased cost or reduction and of such Bank in similar circumstancesBank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of Committed any Euro-Dollar Loan or Letters of Credit or any obligation to make Euro-Dollar Loans made pursuant to Section 2.1, or issue or participate in any Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration Administrative thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration Administrative thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans or the Letters of Credit, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or of issuing or participating in any Letters of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank or Issuing Bank to be material, then, within 15 days after demand by such Bank or Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or Issuing Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank or Issuing Bank for such increased cost or reduction reduction, provided that such compensation will be limited to (1) the period commencing not more than 90 days prior to the extent such Bank generally imposes such additional amounts on other borrowers date of such Bank in similar circumstancesdemand or (2) any longer period of retroactive effect of any such adoption, change or requirement for compliance if such demand is made 90 days or less after such adoption, change or requirement for compliance.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof If any Change in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, Law shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (Board, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office) or shall subject any Lender to any taxes (other than any taxes indemnified under Section 8.04 or excluded in the definition of Taxes) on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable or allocated thereto, or impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Dollar Loans, its Notes, its participation in the Letters of Credit or its obligation to make Euro-Currency Loans, Dollar Loans or to issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan (or, in the case of a Change in Law with respect to taxes, any Loan) or of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Company shall pay (or shall cause another Borrower to pay) to such Bank Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank Lender for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or Swingline Loan or Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1, or Swingline Loans or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each caseQuote, the “Loan Effective Date”), 88 in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) or the Swingline Bank with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Currency Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or the Swingline Bank or shall impose on any Bank (or its Applicable Lending Office) or the Swingline Bank or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent its Note, its Swingline Loans, its Swingline Note, its obligation to make Fixed Rate Loans or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Swingline Loans or its obligation to make Euro-Currency Loans, participate in any Letter of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Fixed Rate Loan, or participating in any Letter of Credit or increase the cost to the Swingline Bank of making or maintaining any Swingline Loan or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or the Swingline Bank under this Agreement or under its Note or Swingline Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank or the Swingline Bank to be material, then, within 15 days after demand receiving a request by such Bank or the Swingline Bank for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the Borrower shall shall, subject to subsection (f) of this Section, pay to such Bank or the Swingline Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank or the Swingline Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or If after (x) the date hereof hereof, in the case of any Committed Loan, Swingline Loan, Letter of Credit, Reimbursement Obligation or any obligation to make Committed Loans made pursuant or to Section 2.1, issue Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 agency, charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note, its Reimbursement Obligations or its obligation to make Euro-Currency Loans, Fixed Rate Loans or issue Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or issuing any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Note, if any, with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof hereof, in the case of any Committed Loan or any obligation to make Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule rule, directive, decision or regulation, or any change in the interpretation interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (“Change of Law”), or compliance by any Bank (or its Applicable Lending Office) with any request request, decision or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Dollar Loans or Money Market LIBOR Loans, its Notes, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction. For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof or after the date of the related Money Market Quote, as applicable, regardless of the date enacted, implemented, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III shall be deemed to be such a change regardless of the date adopted, issued, promulgated or implemented (each a “Regulatory Change”), provided, however, that if the applicable Bank shall have implemented changes prior to the extent Closing Date in response to any such Bank generally imposes requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof or after the date of the related Money Market Quote, as applicable, with respect to such additional amounts on other borrowers of such Bank in similar circumstancesBank.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date date hereof affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans or its obligation to make Euro-Currency Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loans, by an amount reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) IfIf on or after the date hereof (or, with respect to any Bank not a party hereto on the date hereof, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”on which such Bank becomes a party hereto), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding excluding, with respect to any Euro-Currency Dollar Loan any such requirement reflected included in an applicable the Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, any Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Bank (or its Applicable Lending Office) or on any LC Issuing Bank or the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Dollar Loans, its Notes or its obligation to make Euro-Currency Loans, Dollar Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Currency LoanDollar Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank or LC Issuing Bank in the good faith exercise of its discretion to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or LC Issuing Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank or LC Issuing Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loans made pursuant Loan or any obligation to Section 2.1make Committed Loans, or (y) the date of the any related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such governmental authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan Loan, any such requirement reflected in an applicable Euro-Currency LIBOR Reserve Percentage)), special deposit, insurance assessment or similar requirement Requirement upon which the LIBOR Rate is based) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency its Fixed Rate Loans or its obligation to make Euro-Currency Loans, such Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect to such Euro-Currency Loansthereto, by an amount reasonable determined reasonably deemed by such Bank to be material, then, within 15 days after demand by such Bank setting forth the circumstances giving rise to such demand and a calculation of the amount or amounts demanded (with a copy to the Administrative Agent), the such Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or 2.1 (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent and Documentation Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or any obligation to make Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.17), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Notes or its obligation to make Euro-Currency Loans, Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Euro-Dollar Loan or Letter of Credit or any obligation to make Committed Euro-Dollar Loans made pursuant to Section 2.1, or issue or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve reserve, compulsory loan, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (Board, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in naturecondition, extent cost or consequence expense (other than those in existence as Taxes) affecting its Fixed Rate Loans or the Letters of the Loan Effective Date affecting such Bank’s Euro-Currency Credit, its Note evidencing Fixed Rate Loans or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Euro-Currency LoanFixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Administrative Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 180 days prior to the extent date that such Bank generally imposes notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such additional amounts on other borrowers increased cost or reduction and of such Bank in similar circumstancesBank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1, or issue or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (Board, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans or the Letters of Credit, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to reduction. (b) If any Bank shall have determined that, after the extent date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 any request or directive regarding capital adequacy (whether or not having the force of law) of any such Bank generally imposes such additional amounts authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on other borrowers capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in similar circumstancesthe judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Section 8.04.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “"Loan Effective Date”"), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s 's Euro-Currency Dollar Loans or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “"Loan Effective Date”"), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank 101 or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s 's Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a1) If, on or If after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable law, rule or regulationof, or any change in in, any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank the Bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank the Bank or comparable agency: (A) shall subject the Bank to any tax, duty or other charge with respect to its Eurodollar Loans or its obligation to make Eurodollar Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (except for changes in the rate of tax on the overall net income of the Bank imposed by the jurisdiction in which the Bank's principal executive office is located); or (B) shall impose, modify or deem applicable any reserve reserve, special deposit, capital adequacy requirement or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding excluding, with respect to any Euro-Currency Loan Eurodollar Loan, any such requirement reflected included in an applicable Euro-Currency Eurodollar Reserve Percentage)), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Bank the Bank; or (or its Applicable Lending OfficeC) or shall impose on any the Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency its Eurodollar Loans or its obligation to make Euro-Currency Eurodollar Loans, ; and the result of any of the foregoing is to increase the cost to such the Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Eurodollar Loan, or to reduce the any amount of any sum received or receivable by such the Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loans, by an amount reasonable determined deemed by such the Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), then the Borrower shall pay to such Bank the Bank, with respect to any new Eurodollar Loans (whether in the form of a new borrowing, conversion or renewal), such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such the Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanthis Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan any such requirement reflected included in an applicable Euro-Currency Statutory Reserve Percentage)Adjustment), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including bankers’ acceptances) extended by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market or the Canadian bankers’ acceptance market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans or Dollar Loans, any Notes, its obligation to make Euro-Currency LoansDollar Loans or its obligations hereunder in respect of Bankers’ Acceptances or Letters of Credit, and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or of accepting any Bankers’ Acceptance or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note any Notes with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the applicable Administrative Agent), the applicable Borrower shall pay to such Bank Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank Lender for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanthis Agreement, the adoption of any applicable 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 Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank such Lender (or its Applicable Lending Office) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Loans, its Note(s) or its obligation to make Euro-Currency Loans, Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanLoan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note Note(s) with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the 47 Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank Lender for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1, or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Euro- Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans its Note or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan, Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1or issue, extend or renew any Letter of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Dollar Loans or Money Market Loans, its Note, its Letter of Credit or its obligation to make Euro-Currency Loans, Dollar Loans or Money Market Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan or Money Market Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note any Loan Document with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction. The Borrower's obligation under this Section 8.3(a) shall be limited to paying any costs which the extent such Bank generally imposes such additional amounts on other borrowers incurs after or within 45 days prior to receipt by the Borrower of such Bank in similar circumstancesthe notice provided for under Section 8.3(c).

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Euro-Dollar Loan or Letter of Credit or any obligation to make Committed Euro-Dollar Loans made pursuant to Section 2.1, or issue or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (Board, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans or the Letters of Credit, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency its Note evidencing Fixed Rate Loans or its obligation to make Euro-Currency Loans, Fixed Rate Loans or its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency LoanFixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Administrative Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 270 days prior to the extent date that such Bank generally imposes notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such additional amounts on other borrowers increased cost or reduction and of such Bank in similar circumstancesBank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof hereof, in the case of any Committed Loan or any obligation to make Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule rule, directive, decision or regulation, or any change in the interpretation interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (“Change of Law”), or compliance by any Bank (or its Applicable Lending Office) with any request request, decision or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Dollar Loans or Money Market LIBOR Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction. For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof or after the date of the related Money Market Quote, as applicable, regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be such a change regardless of the date adopted, issued, promulgated or implemented (each a “Regulatory Change”), provided, however, that if the applicable Bank shall have implemented changes prior to the extent Closing Date in response to any such Bank generally imposes requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof or after the date of the related Money Market Quote, as applicable, with respect to such additional amounts on other borrowers of such Bank in similar circumstancesBank.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)hereof, in the case of any Money Market LoanTerm Loan or any obligation to make Term Loans, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Euro- Dollar Term Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Dollar Term Loans, its Notes or its obligation to make Euro-Currency Loans, Dollar Term Loans and the result of any of the foregoing is to increase the cost or expense to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Euro-Currency Dollar Term Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note other Credit Document with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction reduction. (b) If any Bank shall have determined that, after the Effective Date (subject to clause (d) below), the extent adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, 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 any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Bank generally imposes such additional amounts authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on other borrowers capital of such Bank (or its Parent) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and, in similar circumstancesreasonable detail, such Bank’s computation of such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “"Loan Effective Date”"), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans 's Euro- Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan or Swingline Loan or Letter of Credit or any obligation to make Committed Loans made pursuant to Section 2.1, or Swingline Loans or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) or the Swingline Bank with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or the Swingline Bank or shall impose on any Bank (or its Applicable Lending Office) or the Swingline Bank or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent its Note, its Swingline Loans, its Swingline Note, its obligation to make Fixed Rate Loans or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Swingline Loans or its obligation to make Euro-Currency Loans, participate in any Letter of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Fixed Rate Loan, or participating in any Letter of Credit or increase the cost to the Swingline Bank of making or maintaining any Swingline Loan or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or the Swingline Bank under this Agreement or under its Note or Swingline Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank or the Swingline Bank to be material, then, within 15 days after demand receiving a request by such Bank or the Swingline Bank for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the relevant Borrower shall shall, subject to subsection (f) of this Section, pay to such Bank or the Swingline Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank or the Swingline Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)hereof, in the case of any Money Market LoanTerm Loan or any obligation to make Term Loans, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Term Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Dollar Term Loans, its Notes or its obligation to make Euro-Currency Loans, Dollar Term Loans (other than Excluded Taxes or Taxes indemnified under Section 8.05) and the result of any of the foregoing is to increase the cost or expense to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Euro-Currency Dollar Term Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note other Credit Document with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)Japanese Central Bank), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans 's TIBOR Loans, its Note, or its obligation to make Euro-Currency TIBOR Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency TIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency TIBOR Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the TIBOR Loans made to such Borrower (based upon a reasonable allocation thereof by such Bank to the Euro-Currency TIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof hereof, in the case of any Committed Loan, Swingline Loan or Letter of Credit or any obligation to make Committed Loans, Swingline Loans made pursuant to Section 2.1, or participate in Letters of Credit or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”)Quote, in the case of any Money Market Loan, the adoption of any applicable 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 Bank (or its Applicable Lending Office) or the Swingline Bank with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Dollar Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or the Swingline Bank or shall impose on any Bank (or its Applicable Lending Office) or the Swingline Bank or on the United States market for certificates of deposit or the London interbank market any other condition materially more burdensome in natureaffecting its Fixed Rate Loans, extent its Note, its Swingline Loans, its Swingline Note, its obligation to make Fixed Rate Loans or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Swingline Loans or its obligation to make Euro-Currency Loans, participate in any Letter of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Fixed Rate Loan, or participating in any Letter of Credit or increase the cost to the Swingline Bank of making or maintaining any Swingline Loan or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or the Swingline Bank under this Agreement or under its Note or Swingline Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank or the Swingline Bank to be material, then, within 15 days after demand receiving a request by such Bank or the Swingline Bank for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the relevant Borrower shall shall, subject to subsection (f) of this Section, pay to such Bank or the Swingline Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank or the Swingline Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption of any applicable 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans Dollar Loans, its Note, or its obligation to make Euro-Currency Dollar Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with 61 respect to such Euro-Currency Dollar Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agencyagency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (System, but excluding with respect to any Euro-Currency Loan any such requirement reflected included in an applicable Euro-Currency Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s its Euro-Currency Loans Dollar Loans, its Note or its obligation to make Euro-Currency Loans, Dollar Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency Loansthereto, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstancesreduction.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loanhereof, the adoption of any applicable 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 Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after at the Closing Date of any such authority, central bank or comparable agency, agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)Japanese Central Bank), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Currency Loans 's TIBOR Loans, or its obligation to make Euro-Currency TIBOR Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency TIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect to such Euro-Currency TIBOR Loans, by an amount reasonable determined deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts attributable to the TIBOR Loans made to Borrower (based upon a reasonable allocation thereof by such Bank to the Euro-Currency TIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.