Common use of Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans Clause in Contracts

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Administrative Agent’s or such Lender’s compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of net income or gross income by the United States or any non- U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Administrative Agent’s or such Lender’s 's compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of net income or gross income by the United States or any non- non-U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s 's obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s 's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Administrative Agent’s or such Lender’s compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of net income or gross income by the United States or any non- U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), XxxxxxxMxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), XxxxxxxMxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Administrative Agent’s or such Lender’s 's compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of net income or gross income by the United States or any non- non-U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), XxxxxxxMettler-Xxxxxx Toledo International shall pay (or cause the Applicable Borrower to payXxxxxxxx xx xay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s 's obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s 's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), XxxxxxxMettler-Xxxxxx Toledo International shall pay (or cause the Applicable Borrower to Xxxxxxxx xx pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, of or any change in, in or in the interpretation of, of any Law, or in each case after the Administrative Agent’s Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which covered by Section 3.01 shall govern)3.01, (ii) changes the imposition of, or any change in the basis of taxation of net income or gross income rate of, any taxes payable by the United States or any non- U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending officeLender, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon within fifteen (15) days after demand of the Administrative Agent or by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), Xxxxxxx-Xxxxxx International the Borrower shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender reasonably determines that as a result of the introduction of, of or any change in, in or in the interpretation of, of any Law, or the Administrative Agent’s or such Lender’s 's compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any non- U.S. foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending officeLending Office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International the Borrower shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender reasonably determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending officeLending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s 's obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s 's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International the Borrower shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction. (c) The Borrower shall pay to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional costs shall be due and payable 15 days from receipt of such notice.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Administrative Agent’s or such Lender’s compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding funding, maintaining or maintaining continuing or converting Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of net income or gross income by the United States or any non- U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity adequacy, liquidity, or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Administrative Agent’s or such Lender’s compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding funding, maintaining or maintaining continuing or converting Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of net income or gross income by the United States or any non- U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity adequacy, liquidity, or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capitalliquidity), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) 4. If the Administrative Agent or any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Administrative Agent’s or such Lender’s compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of net income or gross income by the United States or any non- U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of the Administrative Agent or such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If the Administrative Agent or any Lender determines that as a result of the introduction of, of or any change in, in or in the interpretation of, of any Law, or in each case after the Administrative Agent’s date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to the Administrative Agent or such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by the Administrative Agent or such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as indemnifiable pursuant to which Section 3.01 shall govern)3.01, (ii) changes in the basis of taxation of overall net income or gross (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any non- U.S. jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its lending officemaintains a Lending Office, (iii) reserve requirements contemplated by Section 3.04(c) or utilized in the determination of the Eurocurrency Rate or the Statutory Reserve Rate and (iv) the requirements of the Bank of England and the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to the Administrative Agent or such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority, Authority or the European Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon within fifteen (15) days after demand of the Administrative Agent or by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), Xxxxxxx-Xxxxxx International the Borrower shall pay (or cause the Applicable Borrower to pay) to the Administrative Agent or such Lender such additional amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Xxxxxxx-Xxxxxx International shall pay (or cause the Applicable Borrower to pay) to such Lender such additional amounts as will compensate such Lender for such reduction.