Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) If any Change In Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make, Continue or Convert Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its any Note that relates to Fixed Rate Loans or its obligation to make Euro-Dollar make, Continue or Convert into Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making making, maintaining, Continuing or maintaining Converting into any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its any Note with respect theretothat relates to Fixed Rate Loans, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall agrees to pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower reduction which arise out of its intention to demand compensation therefor under this Section 8.03(a)Loans or any Notes.

Increased Cost and Reduced Return. If after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (aincluding any applicable law, rule or regulation regarding capital adequacy) If or any Change In Law 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 accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): (i) shall imposethat subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account ofof an Investor, or credit extended by, any Lender (by an Investor pursuant this Agreement or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; a Program Support Agreement or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market that imposes any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and condition the result of any of the foregoing which is to increase the cost to such Lender (an Investor of performing its obligations under this Agreement or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its Applicable Lending Office) of making obligations under this Agreement or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan)a Program Support Agreement, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) an Investor under this Agreement or under its Note with respect thereto, a Program Support Agreement or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by such Lender to be materialit, then, within 15 days after upon demand by such Lender (with a copy to the Administrative Agent), the Borrower Seller shall pay to the Agent, for the benefit of the relevant Investor, such Lender amounts charged to such additional amount Investor or such amounts as will to otherwise compensate such Lender Investor for such increased cost or such reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any Change In Law 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 (ithe terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.03, the holding company of any Issuing Bank) (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost condition (other than in respect of Taxes or expense Other Taxes) affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-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 Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, the adoption of any Change In Law 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, (i) shall subject any Bank to any tax on its capital reserves (or any similar tax) with respect to this Agreement or any Eurodollar Loan made by it (except for Non-Excluded Taxes and Other Taxes covered by Section 8.4 and changes in the rate of tax on the overall net income or profits of such Bank); (ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Eurodollar Loan any such requirement included reflected in an applicable Euro-Dollar 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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the date hereof affecting its Euro-Dollar Loans, its Note such Bank’s Eurodollar Loans or its obligation to make Euro-Dollar Loans Eurodollar Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Eurodollar Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto such Eurodollar Loans, by an amount deemed reasonable determined by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Eurodollar Loans made by such Bank hereunder) as will compensate such Lender Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances; provided however, that no such amount notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be payable with respect deemed to any period commencing more than 90 days prior to be a change in law, regardless of the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)enacted, adopted or issued.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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, but if not having the force of law, the compliance with which is in accordance with the general practice of Persons to whom such request or directive is addressed) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans (in each case other than the imposition of or increase in any reserve requirements covered by the definition of "Euro-Dollar Loans Reserve Percentage") and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Lead 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 Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, on or after the date hereof (the “Loan Effective Date”), the adoption of any Change In Law 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 (ior its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the Loan Effective Date affecting its such Bank’s Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior reduction to the date extent such Lender first notifies the Borrower Bank generally imposes such additional amounts on other borrowers of its intention to demand compensation therefor under this Section 8.03(a)such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Fixed Rate Loans or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the Effective Date, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Notes or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. By way of clarification, and not of limitation, of Section 6.1, if the adoption of any applicable law, rule or regulation, or any change therein, or accounting principle, or any change in the interpretation or administration thereof by any Governmental Authority or Accounting Authority charged with the interpretation or administration thereof, or compliance by any Windmill Funding Source, the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) of any such Governmental Authority or Accounting Authority (a “Regulatory Change”) (a) If subjects any Change In Law Funding Party to any charge or withholding on or in connection with a Funding Agreement or this Agreement (icollectively, the “Funding Documents”) shall imposeor any Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or any credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxesof the Funding Parties, (Bd) taxes described in clauses has the effect of reducing the rate of return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (ii), (iiitaking into consideration such Funding Party’s policies concerning capital adequacy) or (ive) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market imposes any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxesto, any Loan)Funding Party of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender (reference to the amount of interests held or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, amounts received by an amount deemed by such Lender to be materialit hereunder, then, within 15 days after upon demand by such Lender (with a copy to the Administrative Agent), the Borrower Seller shall pay to such Lender the Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such Lender Purchaser (or, in the case of Windmill, will enable Windmill to compensate any Windmill Funding Source) for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any Change In Law 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 (ithe terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.03, the holding company of any Issuing Bank) (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost condition (other than in respect of Taxes or expense Other Taxes) affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-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 Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Lender Bank its Appropriate Share of such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender Bank first notifies the Borrower Borrowers of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the Effective Date, the adoption of any Change In Law 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 (ior its Applicable Lending Office) or any Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (Credit Party or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) Credit Party or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans or to issue Revolving Letters of Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) Credit Party of making or maintaining any Euro-Dollar Loan (or, in the case or issuing any Revolving Letter of an adoption Credit or change with respect to taxes, any Loan)participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender Credit Party to be material, then, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will compensate such Lender Credit Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date of this Agreement, in the case of any Change In Law Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit or (iy) the date of any related Bid Rate Quote, in the case of any Bid Rate 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) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost condition (other than in respect of Taxes or expense Other Taxes) affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar 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 Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Fixed Rate Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided PROVIDED that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, on or after the date hereof (the “Loan Effective Date”), the adoption of any Change In Law 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 (ior its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the Loan Effective Date affecting its such Bank’s Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower applicable Borrower(s) shall pay to such Lender Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior reduction to the date extent such Lender first notifies the Borrower Bank generally imposes such additional amounts on other borrowers of its intention to demand compensation therefor under this Section 8.03(a)such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after the date hereof the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Eurocurrency Loan any such requirement included in an applicable Euro-Dollar Statutory Reserve Percentage) Rate), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Eurocurrency Loans or its obligation to make Euro-Dollar Eurocurrency Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Eurocurrency Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note any Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Administrative Agent), the Borrower relevant Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement with respect to any Euro-Dollar Loan any which such Lender is entitled to compensation during the relevant Interest Period under Section 2.13), special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Notes or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. If after the date hereof, any Agent or any Purchaser shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy and any accounting principles) or any change after the date hereof in any applicable Law, rule or regulation, or any change after the date hereof in the interpretation or administration of any applicable law, rule or regulation by the Financial Accounting Standards Board or any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (a “Regulatory Change”): (a) If that subjects the Administrative Agent or any Change In Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect Purchaser to any Euro-Dollar Loan any such requirement included Taxes -- other than Indemnified Taxes and Excluded Taxes -- on its interest in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (Receivable Interests or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; , (b) that imposes, modifies or deems applicable any reserve, assessment, insurance or other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the account of the Administrative Agent or a Purchaser, or credit extended or any commitments to extend credit by the Administrative Agent or any Purchaser pursuant to this Agreement or any other Transaction Document, or (iiic) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market that imposes any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and condition the result of any of the foregoing which is to increase the cost to such Lender (the Administrative Agent or any Purchaser of performing its Applicable Lending Office) obligations under the Transaction Documents, or to reduce the rate of making return on the Administrative Agent’s or maintaining any Euro-Dollar Loan (or, in Purchaser’s capital as a consequence of its obligations under the case of an adoption or change with respect to taxes, any Loan)Transaction Documents, or to reduce the amount of any sum received or receivable by such Lender (the Administrative Agent or its Applicable Lending Office) any Purchaser under this Agreement any Transaction Document or under its Note with respect thereto, to require any payment calculated by an reference to the amount deemed by such Lender to be materialof interests in Receivable Interests, then, within 15 days after upon demand by the Administrative Agent or such Lender (with a copy Purchaser, Seller shall pay to the Administrative Agent), the Borrower shall pay Agent or such Purchaser such amounts charged to such Lender such additional amount or Person amounts as will to otherwise compensate such Lender Person for such increased cost or such reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act adopted on July 21, 2010 and all requests, rules, guidelines or directives thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date such Lender first notifies enacted, adopted or issued. For the Borrower avoidance of its intention to demand compensation therefor doubt, payments under this Section 8.03(a)8.3 in respect of increased Taxes shall be without duplication of any Taxes payable pursuant to Section 8.5.

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 Change In Law 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 (ior its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the Loan Effective Date affecting its such Bank’s Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior reduction to the date extent such Lender first notifies the Borrower Bank generally imposes such additional amounts on other borrowers of its intention to demand compensation therefor under this Section 8.03(a)such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If any Change In Law Regulatory Change, except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 9.1, (i) shall imposesubjects any Funding Source to any charge or withholding on or with respect to this Agreement or any other Funding Agreement or a Funding Source’s obligations under this Agreement or any other Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under this Agreement or any other Funding Agreement or (ii) imposes, modifies or deems applicable any reserve, special depositassessment, compulsory loanfee, tax, insurance charge charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or liabilities of a Funding Source, or credit extended by, by a Funding Source pursuant to this Agreement or any Lender other Funding Agreement (or its Applicable Lending Office); (iiexcept the reserve requirement reflected in the LIBO Rate) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market imposes any other condition, cost condition affecting this Agreement or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans any Funding Agreement and the result of any of the foregoing is to increase the cost to such Lender (a Funding Source of performing its obligations under this Agreement or any other Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its Applicable Lending Office) of making obligations under this Agreement or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan)other Funding Agreement, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) a Funding Source under this Agreement or under its Note with respect theretoany other Funding Agreement, or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by such Lender to be material, it then, within 15 forty five (45) days after following demand therefor by such Lender (with a copy to the Administrative Collateral Agent or the relevant Managing Agent, Seller shall pay, as set forth in Section 9.2(b), the Borrower shall pay such amounts charged to such Lender Funding Source or such additional amount or amounts as will to otherwise compensate such Lender Funding Source for such increased cost or such reduction; provided provided, that no such amount (x) Seller shall only be payable with liable for amounts in respect of increased costs or reduced returns for the period of up to any period commencing more than 90 ninety (90) days prior to the date on which such Lender first notifies demand was made, (y) such Funding Source shall have applied consistent return metrics to other similarly situated borrowers or obligors (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased costs or reduced returns and (z) to the Borrower of its intention to demand compensation therefor under extent that any Funding Agreement described in this Section 8.03(a9.2(a) covers facilities in addition to this Agreement, each Conduit Purchaser or Funding Source, as the case may be, shall allocate the liability for any such increased costs or reductions among Seller and other Persons with whom such Conduit Purchaser or Funding Source, as the case may be, has entered into agreements to purchase interests in or finance receivables and other financial assets (“Other Customers”)., and Seller shall not be liable for any such increased costs or reductions that are attributable to any Other Customer. The term “

Increased Cost and Reduced Return. (a) If any Change In Law applicable law, rule or regulation (iincluding any treaty having the force of law), or any change in any applicable law, rule or regulation (including any treaty having the force of law), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, made or adopted after the date hereof shall impose, modify or deem applicable any reserve, special deposit, deposit (including any compulsory loan), insurance charge assessment or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Loan Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense affecting (including any taxes, duties, levies, imposts, deductions, charges or withholdings on its Euro-Dollar LoansLoans or participations in the foregoing, its Note Commitment or other obligations or its obligation deposits, reserves or other liabilities or capital attributable thereto, but excluding (i) Taxes, as defined in Section 8.04, (ii) taxes specifically excluded from the definition of “Taxes” in Section 8.04 and (iii) taxes, duties, levies, imposts, deductions, charges and withholdings that (A) are imposed on such Lender by virtue of its inclusion in any category of banks or financial institutions and (B) the amount of which is not a function, in whole or in part, of the amounts of loans, participations or commitments of the institutions subject thereto or of the funding thereof or the capital required to make Euro-Dollar Loans be maintained with respect thereto) and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making making, continuing, converting into or maintaining any Euro-Dollar Rate Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior . Such Lender’s notice to the date such Lender first notifies Borrower and the Borrower Agent shall set forth an explanation of its intention to demand compensation therefor under this Section 8.03(a)the foregoing in reasonable detail.

Increased Cost and Reduced Return. (a) If after the date hereof the adoption of any Change In Law 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 the Bank (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar EuroDollar Reserve Percentage) Percentage in the case of a EuroDollar Loan), special deposit, insurance assessment or similar requirement against assets of, of deposits with or for the account of, of or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on the Bank (or its Applicable Lending Office) or the London interbank market or other relevant market any other condition, cost or expense condition affecting its Euro-Dollar EuroDollar Loans, its the Note or its obligation ability to make Euro-Dollar EuroDollar Loans and the result of any of the foregoing is to increase the cost to such Lender the Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any EuroDollar Loan), or to reduce the amount of any sum received or receivable by such Lender the Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretothe Note, by an amount reasonably deemed by such Lender the Bank to be material, then, within 15 days after demand by provided that the Bank has provided the Borrower with written notice, which includes a brief description of the change giving rise to such Lender (with a copy increased cost or reduction and an explanation as to the Administrative Agent)how such increased cost or reduction was determined, the Borrower shall pay to such Lender the Bank upon demand such additional amount or amounts as will compensate such Lender the Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to reduction incurred by the Bank following the date of such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)notice.

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 Change In Law 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 (ior its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the Loan Effective Date affecting its such Bank's Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior reduction to the date extent such Lender first notifies the Borrower Bank generally imposes such additional amounts on other borrowers of its intention to demand compensation therefor under this Section 8.03(a)such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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, but if not having the force of law, the compliance with which is in accordance with the general practice of Persons to whom such request or directive is addressed) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans (in each case other than the imposition of or increase in any reserve requirements covered by the definition of "Euro-Dollar Loans Reserve Percentage") and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no . days after demand by such amount shall be payable Bank (with respect to any period commencing more than 90 days prior a copy to the date such Lender first notifies Agent), the Borrower of shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its intention to demand compensation therefor under this Section 8.03(a)Parent) for such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Euro-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 Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Loans Fixed Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the applicable Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans or Money Market LIBOR Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan)such Loans, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender 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 Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-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 Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the applicable Money Market 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) of any such Governmental Authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans or Money Market LIBOR Loans, its Note Note, or its obligation to make Euro-Dollar Loans or Money Market LIBOR Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Money Market LIBOR Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 fifteen (15) days after demand by such Lender Bank (with a copy to the Administrative Lead Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, and provided such Bank is generally exercising rights similar to those set forth in this Section 8.3(a) against other borrowers similarly situated to the Borrower, the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Competitive Bid Quote, in the case of any 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) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar 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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note Notes or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Competitive Bid Quote, in the case of any 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) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, after the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, the adoption or taking effect of any applicable law, rule, treaty or regulation, or any change in any applicable law, rule, directive, decision, treaty or regulation, or any change in the interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (“Change In Law in Law”), or compliance by any Bank (ior its Applicable Lending Office) with any request, decision 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), but excluding with respect to special deposit, liquidity, insurance charge or assessment, or similar requirement (including any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagecompulsory loan requirement) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); ) or shall impose on any Bank (iior its Applicable Lending Office) shall or on the applicable offshore interbank market any other condition, cost or expenses (other than Taxes) affecting its Loans, its Notes, or its obligation to make Loans or subject any Lender or Agent Recipient to any taxes Taxes (other than (A) Indemnified Taxes, (B) taxes Taxes described in clauses (ii), b) through (iii) or (ivd) of the exclusions from the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making making, continuing, converting or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretothereto or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender 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 Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount . For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be payable deemed to be a change after the date hereof, 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 or foreign 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 Closing Date in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)Bank.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior its Applicable Lending Office) or any Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (Credit Party or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) Credit Party or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans or to issue Revolving Letters of Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) Credit Party of making or maintaining any Euro-Dollar Loan (or, in the case or issuing any Revolving Letter of an adoption Credit or change with respect to taxes, any Loan)participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender Credit Party to be material, then, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will compensate such Lender Credit Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date of this Agreement, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of any related Bid Rate Quote, in the case of any Bid Rate 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) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost condition (other than in respect of Taxes or expense Other Taxes) affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided PROVIDED that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar 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 Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Fixed Rate Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date of this Agreement, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15 or 2.19), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender such Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Promissory Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Lender Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any Change In Law 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 (ior its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost condition (other than in respect of Taxes or expense Other Taxes) affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included to the extent reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the Closing Date affecting its such Bank’s Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior reduction to the date extent such Lender first notifies the Borrower Bank generally imposes such additional amounts on other borrowers of its intention to demand compensation therefor under this Section 8.03(a)such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding System with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) Office of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or the Issuing Lender under this Agreement or under its Note Loan or any Letter of Credit (or participation therein) with respect thereto, by an amount deemed by such Lender to be materialLender, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent)) or the Issuing Lender, the Borrower shall pay to such Lender as the case may be, such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date of this Agreement, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of any related Bid Rate Quote, in the case of any Bid Rate 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) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagefor which such Bank is entitled to compensation for the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost condition (other than in respect of Taxes or expense Other Taxes) affecting its Euro-Dollar Fixed Rate Loans, its Note Notes or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Fixed Rate Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after receipt by the Company of written demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank an amount which on an after-tax basis is necessary to maintain the same rate of return on capital that existed immediately prior thereto which such additional amount Bank reasonably determines is attributable to this Agreement, its Loans or amounts its obligations to make Loans hereunder (after taking into account such Bank's policies as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(acapital adequacy).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If the adoption on or after the date hereof of any Change In Law applicable law, rule or regulation, or any change on or after the date hereof in any applicable law, rule or regulation, or any change on or after the date hereof 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 (ior its Applicable Lending Office) with any request or directive made on or after the date hereof (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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Loans or Letters of Credit or its obligation to make Euro-Dollar Loans or issue or participate in any Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, or issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoLetters of Credit, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any Euro-Dollar CD Loan any such requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (ii) with respect to any Euro-Dollar Reserve PercentageLoan, any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.07) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Fixed Rate Loans or its obligation to make Euro-Dollar Loans Fixed Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Syndicated Loans or issue or participate in any Swingline Loan or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan (in each case described in clauses (x) and (y) and subject to clause (e) below, the “Applicable Date”), any Change In in Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Fixed Rate Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower shall pay to pay, such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount reduction (other than any increased cost or reduction attributable to any tax, which shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this governed exclusively by Section 8.03(a8.03(b) or Section 8.04, as applicable).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided provided, however, that no in the case of an increase referred to above resulting from the published interpretation by a governmental authority, such amount Bank shall be payable with respect entitled to any period commencing more than 90 days prior to the date such Lender first notifies make demand on the Borrower in respect thereof only within 180 days of its intention to demand compensation therefor under this Section 8.03(a)the publication of such interpretation.

Increased Cost and Reduced Return. (a) If on or after (x) the date of this Agreement, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender such Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Promissory Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Lender Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If Except with respect to the taxes which are governed solely by Section 8.05, if on or after the date hereof, in the case of any Change In Law Term 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Term Loan any such requirement included in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); , shall impose on any Bank (iior its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Term Loans, its Notes or its obligation to make Euro-Dollar Term Loans, or shall subject any Lender Bank (or Agent its Applicable Lending Office) to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) not governed by Section 8.05 on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost or expense to such Lender Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Term Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note other Credit Document with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loanrequirement (including, without limitation, any insurance charge assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Notes, if any, or its obligation to make Euro-Dollar Loans Loans; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes, if any, with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the Effective Date, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included for which such Bank is entitled to compensation for 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Syndicated Loans or issue or participate in any Letter of Credit or Swingline Loan or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan (in each case described in (x) and (y), the “Applicable Date”), any Change In in Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Currency Loan any such requirement included in an applicable Euro-Dollar Currency Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar 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 Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Fixed Rate Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower shall pay to pay, such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the Restatement Effective Date, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar 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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is his to increase the cost to such Lender Bank (or its Applicable Lending Officeoffice) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Officeoffice) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Euro-Dollar Loan or any obligation to make Euro-Dollar Loans or (iy) the date of the related Money Market 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 Lender (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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender 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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note (if any) or its obligation to make Euro-Dollar Loans Fixed Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note (if any) with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Notes or its obligation to make Euro-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 Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender 765748.1 10/9/98 7:17p 58 (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding with respect to any Euro-Dollar Loan any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Eurodollar Rate Loans, its Note Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Loans Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to y) Taxes described in clauses (ii) through (iv) of the Administrative Agentdefinition of ““Excluded Taxes”” and (z) Connection Income Taxes), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount reduction shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).constitute ““

Increased Cost and Reduced Return. (a) If on or after the date hereof the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar 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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Syndicated Loans or issue or participate in any Letter of Credit or Swingline Loan or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan (in each case described in clauses (x) and (y) and subject to clause (e) below, the “Applicable Date”), any Change In in Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Currency Loan any such requirement included in an applicable Euro-Dollar 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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar 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 Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Fixed Rate Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower shall pay to pay, such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount reduction (other than any increased cost or reduction attributable to any tax, which shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this governed exclusively by Section 8.03(a8.03(b) or Section 8.04, as applicable).

Increased Cost and Reduced Return. (a) If If, after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule, directive, decision or regulation, or any change in the interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (“Change In Law in Law”), or compliance by any Bank (ior its Applicable Lending Office) with any request, decision 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender 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 Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount . For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be payable deemed to be a change after the date hereof 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 Closing Date in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof or with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)Bank.

Increased Cost and Reduced Return. (a) If a Change of Law or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, in each case, to the extent such Change In of Law or compliance with any request or directive is, as applicable, issued, adopted, enacted, requested, or otherwise promulgated after the Closing Date: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Loan LIR Loan, any such requirement included in an applicable Euro-Dollar LIBOR Reserve PercentageRequirements) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); or (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note LIR Loans or its obligation to make Euro-Dollar Loans LIR Loans; and the result of any either of the foregoing events is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Lender to be material, then, within 15 days Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior , to the date extent attributable to making, funding, or maintaining its Commitment and/or such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)Loans.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed 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 (ior its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note LIBOR Loans or its obligation to make Euro-Dollar such LIBOR Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar LIBOR Loan (or, in to the case of an adoption or change with respect to taxes, any Loan)Borrower, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount reasonably deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender 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 Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If any Change In Law applicable law, rule or regulation (iincluding any treaty having the force of law), or any change in any applicable law, rule or regulation (including any treaty having the force of law), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, made or adopted after the date hereof shall impose, modify or deem applicable any reserve, special deposit, deposit (including any compulsory loan), insurance charge assessment or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Loan Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.18) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, any Issuing Bank or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or any Issuing Bank or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense affecting (including any taxes, duties, levies, imposts, deductions, charges or withholdings on its Euro-Dollar LoansLoans or Letters of Credit or participations in the foregoing, its Note Commitment or other obligations or its obligation deposits, reserves or other liabilities or capital attributable thereto, but excluding (i) Taxes, as defined in Section 8.04, (ii) taxes specifically excluded from the definition of “Taxes” in Section 8.04 and (iii) taxes, duties, levies, imposts, deductions, charges and withholdings that (A) are imposed on such Lender or Issuing Bank by virtue of its inclusion in any category of banks or financial institutions and (B) the amount of which is not a function, in whole or in part, of the amounts of loans, letters of credit, participations or commitments of the institutions subject thereto or of the funding thereof or the capital required to make Euro-Dollar Loans be maintained with respect thereto) and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such Issuing Bank of making making, continuing, converting into or maintaining any Euro-Dollar Fixed Rate Loan (oror participating in, in the case issuing, renewing or maintaining any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Lender or such Issuing Bank to be material, then, within 15 days after demand by such Lender or such Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank for such increased cost or reduction; provided that no . Such Lender's or such amount shall be payable with respect to any period commencing more than 90 days prior Issuing Bank's notice to the date such Lender first notifies Borrower and the Borrower Agent shall set forth an explanation of its intention to demand compensation therefor under this Section 8.03(a)the foregoing in reasonable detail.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.13), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note Notes or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided . (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such 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 any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that no which such amount shall be payable Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to any period commencing more than 90 capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days prior after demand by such Bank (with a copy to the date such Lender first notifies Agent), the Borrower of shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its intention to demand compensation therefor under this Section 8.03(a)Parent) for such reduction.

Increased Cost and Reduced Return. After the date of this Agreement, if the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by WFB with any request or directive (whether or not having the force of law) of any such Governmental Authority (a) If subjects WFB to any Change In Law charge or withholding on or in connection with this Agreement or any Other Agreement or any Acceptable Account or any Collateral, (ib) shall imposechanges the basis of taxation of payments to WFB in respect of any amounts payable under this Agreement or any Other Agreement (except for changes in the rate of tax on the overall net income before tax of WFB), modify (c) imposes, modifies or deem deems applicable any reserve, special deposit, compulsory loanassessment, insurance charge charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or any credit extended byby WFB, (d) has the effect of reducing the rate of return on WFB's capital to a level below that which WFB could have achieved but for such adoption, change or compliance (taking into consideration WFB's policies concerning capital adequacy, (e) WFB is required to post or allocate additional capital or the maintenance or allocation of capital by WFB is otherwise affected by any of the following, to or from that which is maintained by WFB, pursuant to any legal or regulatory requirement, request, direction or guideline, or change in the interpretation or administration thereof (including with respect to reserve, deposit, capital adequacy, capital allocation or similar requirements) made after the date hereof (or, in the case of The Doxx-Xrxxx Xxxx Xtreet Reform and Consumer Protection Act adopted by the United States Congress on July 21, 2010 or the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority to any of them), any Lender (law, regulation, direction or its Applicable Lending Office); (ii) shall subject any Lender guideline thereof or Agent thereunder or enacted thereby or pursuant to any taxes (other than (A) Taxesthe terms thereof, (B) taxes described in clauses (iiregardless of the date adopted, enacted or issued), (iii) from or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, by any governmental authority or other obligations, or its deposits, reserves, other liabilities or capital attributable theretosimilar body; or (iiif) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market imposes any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender WFB of its purchasing, maintaining or funding any interest acquired under this Agreement or any Other Agreement, (or its Applicable Lending Officey) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (by, or its Applicable Lending Office) to reduce the rate of return of, WFB under this Agreement or under its Note with respect thereto, any related transaction document or (z) to require any payment calculated by an amount deemed reference to the amounts received by such Lender to be materialit hereunder, then, within 15 days after upon demand by such Lender (with a copy to the Administrative Agent)WFB, the Borrower Client shall pay to such Lender WFB (with respect to amounts owed to it) such additional amount or amounts as will compensate such Lender WFB for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any Change In Law Loan or any obligation to make Loans, the adoption of any applicable law, rule, regulation or guideline, 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) of any such authority, central bank or comparable agency (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar 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 Lender Bank (or its Applicable Lending Office); ) or (ii) shall subject any Lender or Agent Bank to any taxes Taxes (other than (A) Taxes, (B) taxes described Indemnified Taxes covered by Section 8.4 and changes in clauses (ii), (iii) or (iv) the rate of tax on the exclusions from the definition overall net income of Taxes and (C) Connection Income Taxessuch Bank) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; thereto or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, any of its Note Notes or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under any of its Note Notes with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior . Notwithstanding anything in this Agreement to the contrary, for all purposes of this subsection (a), (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith are deemed to have been introduced or adopted after the date such Lender first notifies hereof, regardless of the Borrower date enacted or adopted and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to “Basel III”, are each deemed to have been introduced or adopted after the date hereof, regardless of its intention to demand compensation therefor under this Section 8.03(a)the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included with respect to which such Bank is entitled to compensation during the relevant interest period under Section ?), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included with respect to which such Bank is entitled to compensation during the relevant interest period under Section ?), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).27009/144/CA/ca

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar 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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided . 45 (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable Law, rule or regulation regarding capital adequacy, or any change in any such 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 any request or directive regarding capital adequacy (whether or not having the force of Law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that no which such amount shall be payable Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to any period commencing more than 90 capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days prior after demand by such Bank (with a copy to the date such Lender first notifies Administrative 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 its intention any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to demand compensation therefor 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 the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03(a)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. 46 SECTION 10.4.

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, the adoption of any Change In Law 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 (ior its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar LIBOR Loan any such requirement included reflected in an applicable Euro-Dollar 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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other conditioncondition materially more burdensome in nature, cost extent or expense consequence than those in existence as of the Closing Date affecting its Euro-Dollar Loanssuch Bank's LIBOR Loan, its Note Note, or its obligation to make Euro-Dollar Loans LIBOR Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any LIBOR Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto such LIBOR Loan, by an amount deemed by such Lender Bank to be material, then, within 15 fifteen (15) days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).or

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to 39 reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any Change In Law 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 (ithe terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.01, the holding company of any Issuing Bank) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (Bank or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market Bank any other condition, cost condition (other than in respect of Taxes or expense Other Taxes) affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (Bank of issuing or its Applicable Lending Office) participating in any Letter of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Lender Bank its Appropriate Share of such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender Bank first notifies the Borrower Borrowers of its intention to demand compensation therefor under this Section 8.03(a8.01(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, after the date hereof, in the case of any Change In Law Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule, directive, decision or regulation, or any change in the 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 (ior its Applicable Lending Office) with any request, decision 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender 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 Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount . For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be payable deemed to be a change after the date hereof, 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 Closing Date in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)Bank.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided . 44 (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such 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 any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less), has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that no which such amount shall be payable Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to any period commencing more than 90 capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days prior after demand by such Bank (with a copy to the date such Lender first notifies Administrative Agent), the Borrower of shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its intention to demand compensation therefor under this Section 8.03(a)Parent) for such reduction.

Increased Cost and Reduced Return. (a) If If, after the date hereof, 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 Investor or the Swingline Investor (or, in each case, its Applicable Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (in any case, a “Change In Law (iin Law”) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, Board (but excluding with respect to any Euro-Dollar Loan Advance or Swingline Advance any such requirement included reflected in an applicable Euro-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 Lender such Investor or the Swingline Investor (or or, in each case, its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender such Investor or the Swingline Investor (or or, in each case, its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Advances or its obligation to make Euro-Dollar Loans Swingline Advances (as the case may be) on which interest is calculated based on the LIBO Rate or the Notes and the result of any of the foregoing is to increase the cost to such Lender Investor or the Swingline Investor (or or, in each case, its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan such Advance or Swingline Advance (or, in as the case of an adoption or change with respect to taxes, any Loan), may be) or to reduce the amount of any sum received or receivable by such Lender Investor or the Swingline Investor (or or, in each case, its Applicable Lending Office) under this Agreement or under its Note the Notes with respect theretothereto (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Investor or the Swingline Investor (as the case may be) pursuant to the laws of the jurisdiction in which it is organized, the jurisdiction in which its Applicable Office is located or any other jurisdiction in which such Investor or the Swingline Investor (as the case may be) is subject to net income tax, or, in each case, any political subdivision thereof), by an amount deemed by such Lender to be material, then, within 15 days after upon demand (which demand shall be accompanied by a certificate which sets forth in reasonable detail the basis for such demand for compensation) by such Lender Investor or the Swingline Investor (with a copy to as the Administrative Agent), case may be) the Borrower Issuer shall pay to such Lender Investor or the Swingline Investor (as the case may be) such additional amount or amounts as will compensate such Lender Investor or the Swingline Investor (as the case may be) for such increased cost or reduction; provided that no such amount amounts shall be payable with respect to any period commencing more no greater than 90 days prior that which such Investor or the Swingline Investor (as the case may be) is generally charging other debtors similarly situated to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)Issuer.

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount 91 95 or amounts as will compensate such Lender Bank for such increased cost or reduction; provided provided, however, that no such amount amounts shall be payable with respect no greater than that which such Bank is generally charging other borrowers similarly situated to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)Borrower.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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 Lender (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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Euro-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any Euro-Dollar CD Loan any such requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (ii) with respect to any Euro-Dollar Reserve PercentageLoan, any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.7) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Fixed Rate Loans or its obligation to make Euro-Dollar Loans Fixed Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the Effective Date, the adoption of any Change In Law 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 (ior its Applicable Lending Office) or any Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force 103 of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (Credit Party or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) Credit Party or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans or to issue Revolving Letters of Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) Credit Party of making or maintaining any Euro-Dollar Loan (or, in the case or issuing any Revolving Letter of an adoption Credit or change with respect to taxes, any Loan)participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender Credit Party to be material, then, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will compensate such Lender Credit Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Competitive Bid Quote, in the case of any 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, on or after the date hereof, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Eurodollar Rate Loans, its Note Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Loans Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretothereto (including if any such adoption, change or change in interpretation subjects any Lender to taxes that increase such cost to, or reduce such amount received or receivable by, such Lender (other than (a) Taxes, but only to the extent such Taxes are imposed on or with respect to a payment hereunder, and (b) taxes described in Sections 11.4(a)(I)(i) through (iv)) by an amount deemed by such Lender to be material, then, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative Agent, the Collateral Agent and DBRS), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reductionreduction shall constitute Increased Costs payable by the Borrower pursuant to Section 9.1(a) and 6.4; provided that no such amount amounts shall be payable with respect to any period commencing more no greater than 90 days prior to the date that which such Lender first notifies the Borrower of its intention is generally charging other borrowers similarly situated to demand compensation therefor under this Section 8.03(a)Borrower.

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make a Committed Loan or (iy) the date of the related Competitive Bid Request, in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation, 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 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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Currency Loan or Competitive LIBOR Loan any such requirement included in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note (if applicable), its portion of the Letters of Credit, its obligation to issue Letters of Credit or its obligation to make Euro-Dollar Fixed Rate Loans (collectively, its `Covered Credits') and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) (excluding any Taxes, Other Taxes and Excluded Taxes (as each such term is defined in Section 8.04)) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan)Covered Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note (if applicable) with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent)) accompanied by a certificate setting forth in reasonable detail its calculation of such increased cost or reduction, the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If If, after the date hereof, the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Note, or its obligation to make Euro-Dollar Loans Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Lead Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the Borrower calculation of such amount or amounts, the Borrowers and/or CarrAmerica LP shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Euro-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 Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Euro-Dollar Loan or any obligation to make Euro-Dollar Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge 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-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Loans Fixed Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan)its Fixed Rate Loans, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount Bank shall be payable with respect entitled to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)8.03 for any such increased cost or reduction that is the result of the withholding or payment of any Taxes or Other Taxes.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Competitive Bid Quote, in the case of any 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Fixed Rate Loans or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. If after the date hereof, a Change of Law or compliance by the Bank (aor its Lending Office) If with any Change In Law request or directive (iwhether or not having the force of law) of any Authority: shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), and (B) with respect to any Foreign Currency Loan any such requirement included in the applicable Adjusted IBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note Notes or its obligation to make Euro-Dollar Loans Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction. If any Bank shall have determined that after the 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, or compliance by such Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Each Bank will promptly notify the Borrower and the 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 the 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, any Bank may use any reasonable averaging and attribution methods. Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute waiver of such Bank's right to demand such compensation; provided that no such amount the Borrower shall not be payable with respect required to compensate any period commencing Bank pursuant to this Section for any increased costs or reductions incurred more than 90 that 120 days prior to the date that such Lender first Bank notifies the Borrower of its the Change of Law giving rise to such increased costs or reductions and of such Bank's intention to demand claim compensation therefor under therefor; provided, further, that if the Change of Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. The provisions of this Section 8.03(a)8.03 shall be applicable with respect to any Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Transferee.

Increased Cost and Reduced Return. (a) If If, on or after the Original Closing Date, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included reflected in an applicable Euro-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 Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Eurodollar Rate Loans, its Note Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Loans Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretothereto (including if any such adoption, change or change in interpretation subjects any Lender to taxes that increase such cost to, or reduce such amount received or receivable by, such Lender (other than (i) Taxes, but only to the extent such Taxes are imposed on or with respect to a payment hereunder, and (ii) taxes described in Sections 11.4(a)(I)(i) through (iv)) by an amount deemed by such Lender to be material, then, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative Agent, the Collateral Agent and DBRS), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reductionreduction shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that no such amount amounts shall be payable with respect to any period commencing more no greater than 90 days prior that which such Lender is generally charging other borrowers similarly situated to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a)Borrower.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit or (iy) the date of the related Money Market 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 after such date (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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-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 Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar 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 Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Fixed Rate Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.14 or 2.19), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender such Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Promissory Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Lender Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date of this Agreement, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender such Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose 51 56 on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Promissory Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Lender Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any Change In Law 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 (ior its Lending Office) or any Fronting Bank (any Bank (or its Applicable Lending Office) and any Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-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 Lender (Credit Party or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (of the Administrative Agent, any Fronting Bank, or its Applicable Lending Office) any Credit-Linked Deposit, the Credit-Liked Deposit Account or any Credit-Linked Sub Account or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note or Notes, Letter of Credit or any Credit-Linked Deposit, the Credit-Linked Deposit Account or any Credit-Linked Sub Account, or its obligation to make Euro-Dollar Loans or to issue Letters of Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) Credit Party of making or maintaining any Euro-Dollar Loan (or, in the case or issuing any Letter of an adoption Credit or change with respect to taxes, any Loan)participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender Credit Party to be material, then, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will compensate such Lender Credit Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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 after such date (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, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-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 Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If after the date hereof the adoption of any Change In Law 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 (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar EuroDollar Reserve Percentage) Percentage in the case of a EuroDollar Loan), special deposit, insurance assessment or similar requirement against assets of, of deposits with or for the account of, of or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the London interbank market or other relevant market any other condition, cost or expense condition affecting its Euro-Dollar EuroDollar Loans, its Note or its obligation to make Euro-Dollar EuroDollar 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 Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar EuroDollar Loan (or, or of issuing or participating in the case any Letter of an adoption or change with respect to taxes, any Loan)Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Lender Bank to be material, then, within 15 days after demand, which demand shall include a brief description of the change giving rise to such increased cost or reduction and an explanation as to how such increased cost or reduction was determined, by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Competitive Bid Quote, in the case of any 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) for which such Bank is entitled to compensation under Section 2.15 for the relevant Interest Period), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 30 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank on an after tax basis for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in anyapplicable 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market Quote, in the case of any 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-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 Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any Change In Law 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 Lender (ior 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, special deposit, compulsory loan, insurance charge or similar requirement 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-Dollar Loan any such requirement included in an applicable Euro-Dollar 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 such Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Loans, its Note Note(s) or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Note(s) with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Change In Law Committed Loan or any obligation to make Committed Loans or (iy) the date of the related Money Market 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) of any such 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) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve 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-Dollar Loan any such requirement included 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-Dollar Reserve PercentageAssessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense condition affecting its Euro-Dollar Fixed Rate Loans, its Note or its obligation to make Euro-Dollar Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Fixed Rate Loan), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank to be material, then, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If any Change In Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Euro‑Dollar Loan any such requirement included in an applicable Euro-Dollar Euro‑Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section ‎Section 8.03(a).