Common use of Increased Costs and Reduction of Return Clause in Contracts

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) there shall impose, modify or deem applicable be any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for increase in the account of, or credit extended or participated in by, any cost (other than Taxes) to such Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender Issuer of agreeing to make or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreementmaking, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making funding or maintaining any LIBOR Rate Loan (Loans or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative the Applicable Agent), pay to Administrative the Applicable Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(aSection 9.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer Change in Law shall reasonably determine that either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to contemplated by Section 10.6) or any L/C Issuer; (Bii) subject any Lender or any L/C Issuer Recipient to any tax of any kind whatsoever Taxes (other than any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes with respect to this Agreementand (C) Connection Income Taxes) on its loans, any Letter loan principal, letters of Creditcredit, any participation in a Letter of Credit or any LIBOR Rate Loan made by itcommitments, or change the basis of taxation of payments to such Lender other obligations, or such L/C Issuer in respect thereof (notwithstanding the foregoingits deposits, Taxesreserves, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1)other liabilities or capital attributable thereto; or (Ciii) impose on any Lender, Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, Agreement or LIBOR Rate Loans made by such Lender or Issuing or maintaining any Letter of Credit or participation therein, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any LIBOR Rate Loan (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received 128 or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount)) then, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account upon request of such Lender or the L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or BA Rate Loans, or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereofInitial Closing Date, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative the Agent), pay to Administrative the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that determines that, due to either (i) the introduction of, of or any change in, or in the interpretation of, of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case adopted, issued or becoming effective after the case of either clause Closing Date (i) or (ii) subsequent to in the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax event of any kind whatsoever other than change in any Excluded Taxes with respect law or regulation, from that in effect on the Closing Date), there shall be any increase in the cost to this Agreementsuch Lender of agreeing to make or making, any Letter of Credit, any participation in a Letter of Credit funding or maintaining any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation thereinLoans, and the result of any of the foregoing shall be is to increase the actual cost to by an amount such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation deems to make any such Loan) or to increase the cost be material to such Lender or any branch or Affiliate of such L/C Issuer Lender of participating inmaking, issuing funding or maintaining any Letter such share of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)such Loan, or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder payment (whether of principal, interest interest, or any other amount), then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30otherwise) days of demand therefor received or receivable by such Lender or L/C Issuer any branch or Affiliate of such Lender, or to require such Lender or any branch or Affiliate of such Lender to make any payment, in each case by or in an amount which such Lender in its reasonable judgment deems material and, in any case, is not compensated for by the Eurodollar Reserve Percentage, then and in any such case: (1) such Lender shall promptly notify the Borrowers, the Administrative Agent and the other Lenders in writing of the happening of such event; (2) such Lender shall promptly deliver to the Borrowers, the Administrative Agent and the other Lenders a certificate stating the change which has occurred, or the reserve requirements or other conditions which have been imposed on such Lender or branch or Affiliate of such Lender, or the request, directive or requirement with which it has complied, together with the date thereof, the amount of such increased cost, reduction or payment and the way in which such amount has been calculated; and (3) upon demand of such Lender to the Borrowers through the Administrative Agent (with a copy notice of such demand to be sent by such Lender to the Administrative Agent), the Borrowers shall pay to Administrative Agent for the account of such Lender or L/C IssuerLender, from time to time as specified by the Lender, additional amounts as are sufficient to compensate the Lender for such increase. The protection of this Section 5.3(a) shall be available to such Lender regardless of any possible contention of invalidity or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing inapplicability of the increased costs and of such Lender’s law, regulation, treaty, order, directive, interpretation or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofcondition which has been imposed.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer); (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit Agreement or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer Lender or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereofClosing Date, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, funding or maintaining any LIBOR Loans or BA Rate Loans, as applicable, or of issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a1.16(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrowers, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any SOFR Loans or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(aSection 11.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.. 122

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereofClosing Date, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any SOFR Loans or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of written demand therefor (subject to, for the avoidance of doubt, Section 11.8) by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(aSection 11.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such LenderXxxxxx’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C LC Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C LC Issuer of participating inagreeing to make or making, funding or maintaining any Loans or of issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by y) such Lender or such L/C LC Issuer hereunder shall be subject to any Taxes (whether of other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C LC Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C LC Issuer, as applicable, additional amounts as are sufficient to compensate such Lender or L/C Issuer LC Issuer, as applicable for such increased costscosts or such Taxes; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C LC Issuer pursuant to this subsection 10.3(aSection 3.10(a) for any increased costs or Taxes incurred more than 180 days prior to the date that such Lender or L/C LC Issuer notifies the Borrower Borrowing Representative, in writing of the increased costs and of such Lender’s or L/C LC Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that determines that, due to either (i) the introduction of, or any change (other than a change by way of imposition of, or increase in, reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, any law or regulation or (ii) the compliance by such Lender (or its Lending Office) or any entity controlling such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase in the cost to such Lender of making agreeing to make or making, funding or maintaining any LIBOR Rate Loan (Loans, or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate participating in or to issue any Letter Letters of Credit), or to reduce a reduction in the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether in connection with any of principal, interest or any other amount)the foregoing, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, such additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate . If any Lender determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or L/C Issuer pursuant to this subsection 10.3(aadministration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) for compliance by such Lender (or its Lending Office), or any increased costs incurred more than 180 days prior to corporation controlling such Lender, with any Capital Adequacy Regulation affects or would affect the date amount of capital that such Lender or L/C Issuer notifies any corporation controlling such Lender is required or expected to maintain, and such Lender (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of any of its loans, credits or obligations under this Agreement, then, upon sixty (60) days' notice from such Lender to Borrower Representativethrough Administrative Agent, in writing of Borrower shall immediately pay to Administrative Agent, for the increased costs and account of such Lender’s or L/C Issuer’s intention , from time to claim compensation thereof; providedtime as specified by such Lender, further, that if the circumstance giving rise additional amounts sufficient to compensate such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofLender for such increase.

Increased Costs and Reduction of Return. (a) If If, after the Effective Date, any Lender shall incur increased costs or L/C Issuer shall reasonably determine that either reductions in the amounts received or receivable hereunder with respect to any Loan because of (i) any change since the date of this Agreement in any applicable Law, including the introduction ofof any new Law (such as, or any change infor example, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or but not having the force of law), in the case of either clause (i) or (ii) subsequent limited to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated a change in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of Tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or Applicable Lending Office is located, other than changes in the rate of Tax to the extent such rate change applies to Taxes covered in the fourth sentence of Section 2.9(a)) or (B) a change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR); provided that (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, directives or any other Laws thereunder or issued in connection therewith and (y) all requests, rules, guidelines, directives or any other Laws 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, shall in each case constitute such change in applicable Law under this Section 2.11(a)(i) if any Lender incurs such increased costs or reductions, regardless of the date enacted, adopted or issued; and/or (ii) in relation to any Loan, other circumstances affecting such Lender or the relevant interbank market or the position of such L/C Issuer Lender in such market (unless at that time a Market Disruption Margin Event has been called or a substitute base rate has been applied pursuant to Section 2.13 in respect thereof (notwithstanding the foregoingof or arising out of such other circumstances), Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation thereinthen, and in any such event, the result of any of the foregoing relevant Borrower shall be to increase the cost pay to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower shall be liable for, and shall from time to timeLender, within thirty (30) days of written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as shall be agreed by both the relevant Borrower and such Lender or L/C Issuer (with a copy of such demand to Administrative AgentLender), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient shall be required to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender costs or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior reductions in amounts received or receivable hereunder (a written notice as to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of additional amounts owed to such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if showing in reasonable detail the circumstance giving rise to cause of such increased costs is retroactiveor reduction in the amounts and the basis for the calculation thereof, then submitted to the 180-day period referred to above shall relevant Borrower by such Lender through the Administrative Agent shall, absent manifest error, be extended to include the period of retroactive effect thereoffinal and conclusive and binding on all parties hereto).

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or CDOR Loans, or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then subject to Section 9.24 the applicable Applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s 's or L/C Issuer’s 's intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) above subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount reduction of any sum received or receivable by such Lender or such L/C Issuer hereunder or (whether y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, provided that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that Bank determines that, due to either (i) the i)_the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate) in or in the interpretation of, of any law or regulation generally applicable to the banking industry issued or made after the date of this Agreement or (ii) the ii)_the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority generally applicable to the banking industry (whether or not having the force of law)) issued or made after the date of this Agreement, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or participating in Letters of Credit, or, in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in byIssuing Bank, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation increase in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender the Issuing Bank of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation agreeing to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating inissue, issuing or maintaining any Letter of Credit (or of agreeing to make or making, funding or maintaining its obligation to participate in or to issue any unpaid drawing under any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative be sent to the Agent)) made within 90_days after the date of the event under clause (i) or (ii) above, pay to Administrative the Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided. (b) If any Bank shall have determined that (i) the introduction after the date of this Agreement of any Capital Adequacy Regulation, (ii) any change after the date of this Agreement in any Capital Adequacy Regulation, (iii) any change after the date of this Agreement in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance after the date of this Agreement by such Bank (or its Lending Office) or any corporation controlling such Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the applicable Borrower amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Bank to the Company through the Agent made within 90_days after the date of the event under clause (i), (ii), (iii) or (iv) above, the Company shall not be required pay to such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate any Lender or L/C Issuer pursuant such Bank for such increase. (c) A Bank may make a demand for payment under subsections (a) and (b) of this Section only if such Bank has made similar demands for payment on similar borrowers in the U.S. which have entered into similar credit agreements with such Bank and against which such Bank is entitled by contract to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that demand such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.payments. 4.04

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereofExisting Closing Date, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, funding or maintaining any LIBOR Loans or BA Rate Loans, as applicable, or of issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a1.16(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrowers, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding, continuing, converting into or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit (or of maintaining its obligation other than an increase in costs relating to participate in or to issue any Letter of Credit)Taxes, or to reduce the amount of any sum received which shall be solely governed by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amountSection 10.1), then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereofhereof and, (A) shall imposein each case, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement(x) Indemnified Tax or (y) Tax described in clause (a)(2), any Letter of Credit(b), any participation in a Letter of Credit or any LIBOR Rate Loan made by it(c), or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (Cd) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing definition of Excluded Tax, there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender or L/C Issuer shall have determined that: the introduction of any Capital Adequacy Regulation; any change in any Capital Adequacy Regulation; any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that no Borrower shall be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding anything to the contrary herein, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to be a change in a Requirement of Law under clause (a) above or a change in a Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If If, after the date of this Agreement, any Lender or L/C Issuer of the following shall reasonably determine that either occur: (ia) the introduction ofadoption or taking effect of any law, rule, regulation or treaty, (b) any change inin any law, rule, regulation or treaty or in the interpretation ofadministration, interpretation, implementation or application thereof by any law or regulation Governmental Authority or (iic) the compliance with making or issuance of any request, rule, guideline or request from any central bank or other Governmental Authority directive (whether or not having the force of law) by any Governmental Authority (each a “Change in Law”), which Change in the case of either clause Law shall (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to contemplated by Section 10.6) or any L/C Issuer; (Bii) subject any Lender or any L/C Issuer Recipient to any tax of any kind whatsoever Taxes (other than any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes with respect to this Agreementand (C) Connection Income Taxes) on its loans, any Letter loan principal, letters of Creditcredit, any participation in a Letter of Credit or any LIBOR Rate Loan made by itcommitments, or change the basis of taxation of payments to such Lender other obligations, or such L/C Issuer in respect thereof (notwithstanding the foregoingits deposits, Taxesreserves, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1)other liabilities or capital attributable thereto; or (Ciii) impose on any Lender, Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, Agreement or LIBOR Rate Loans made by such Lender or Issuing or maintaining any Letter of Credit or participation therein, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any LIBOR Rate Loan (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount)) then, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account upon request of such Lender or the L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer); (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever (other than (i) any Excluded Taxes or (ii) Indemnified Taxes that are indemnified under Section 10.1) with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit Agreement or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1)thereof; or (C) impose on any Lender, any L/C Issuer Lender or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (Ax) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit or (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce y) the amount of any sum received by such Lender or such L/C Issuer hereunder shall be subject to any Taxes (whether other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, interest letters of credit, commitments, or any other amount)obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the applicable Borrower Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the applicable Borrower Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection Section 10.3(a) for any increased costs incurred more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation (excluding changes in the taxes (or rates thereof) measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Person and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document)) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, hereof there shall be any increase in the cost (Aother than Taxes payable or with respect to amounts received hereunder) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any to such Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject Issuer of agreeing to make or making, funding or maintaining any Lender LIBOR Rate Loans or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, issuing or maintain any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of written demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay to Administrative Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) Section 10.3 for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer Change in Law shall reasonably determine that either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (Bii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Tax and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement, LIBOR Rate Agreement or Loans made by such Lender Lender, L/C Issuer or any Letter of Credit or participation thereinL/C Issuer, and the result of any of the foregoing shall be to increase the cost to such Lender Lender, L/C Issuer or such other Recipient of making making, converting to, continuing or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender or such Lender, L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)Issuer, or to reduce the amount of any sum received or receivable by such Lender or such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount)) then, then the applicable Borrower shall be liable forupon request of such Lender, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent)or other Recipient, the Borrower will pay to Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for or other Recipient, as the case may be, such increased costs; providedadditional amount or amounts as will compensate such Lender, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) or other Recipient, as the case may be, for any increased such additional costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction suffered.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall reasonably determine that that, due to either (i) the introduction of, or any change in, or in the interpretation by a Governmental Authority of, any law or regulation made or issued after the Closing Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) occurring after the Closing Date, in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing there shall be to any increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase in the cost to such Lender or such L/C Issuer of participating inagreeing to make or making, issuing funding or maintaining any Letter of Credit (LIBOR Rate Loans or of maintaining its obligation to participate in issuing or to issue maintain any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Administrative the Agent), pay to Administrative the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith 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, shall in each case be deemed to be enacted, adopted or issued after the Closing Date.