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

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it (excluding, for purposes of this Section 3.04(a), any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered by Section 3.01, or any Excluded Taxes) and (ii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines in good faith that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereofAmendment Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or Other Taxes covered overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon (A) the Borrower may revoke any pending request for a Borrowing of Eurodollar Rate Loans conversion to or continuation of Eurodollar Rate Loans or (B) within thirty (30) days after written demand of by such Lender setting forth in reasonable detail such increased costs or reduction (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein For the purpose of this Section 3.04(a), all requests, guidelines, requirements or directives, regardless of the date enacted, adopted or issued, (i) under or relating to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rulesor (ii) promulgated pursuant to Basel III by the Bank of International Settlements, regulationsthe Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority, orders, requests, guidelines or directives in connection therewith are deemed shall be considered to have been enacted, adopted and to have taken effect or issued after the date hereofAmendment Closing Date.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change Change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or converting to, continuing, funding, maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of CreditEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized, has its Lending Office, or does business (other than doing business solely as a result of entering into this Agreement, performing any Excluded Taxesobligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein ; provided, (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the contrary, extent such Lender has the Xxxx-Xxxxx Xxxx Street Reform right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives (y) that such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company under any other provision of this Agreement (including any reserve requirements included in connection therewith are deemed to have been adopted and to have taken effect after determining the date hereofEurodollar Rate).

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change Change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or converting to, continuing, funding, maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of CreditEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01, the United States or any Excluded Taxesforeign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office or does business (other than doing business solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06Agent), the Company shall pay (or cause the applicable Designated Borrower shall, without duplication, pay to pay) to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein ; provided, (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the contrary, extent such Lender has the Xxxx-Xxxxx Xxxx Street Reform right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives (y) that such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company under any other provision of this Agreement (including any reserve requirements included in connection therewith are deemed to have been adopted and to have taken effect after determining the date hereofEurodollar Rate).

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 hereof shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iiiii) reserve requirements contemplated by Section 3.04(c)) hereof), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein , with the computation of such additional amount to be set forth in writing, certified by such Lender, and delivered to the contraryBorrower. The affected Lender will as soon as practicable notify the Borrower of any event of which it has knowledge, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the good faith judgment of such Lender, be materially disadvantageous to such Lender.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or Other Taxes covered overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the relevant Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding ; provided that, notwithstanding anything herein to the contrary, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, orders, requests, guidelines or directives thereunder or issued in connection therewith are shall be deemed to have been adopted and to have taken effect after a change of law, regardless of the date hereofenacted, adopted or issued.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewithClosing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered by Section 3.01, or which would have been so covered but for an exclusion included therein, (ii) the imposition of, or any Excluded Taxeschange in the rate of, any taxes payable by such Lender with respect to the Lender’s gross or net income, profits or revenue (including value-added or similar taxes) and (iiiii) reserve requirements contemplated by Section 3.04(c))) does not represent the cost to such Lender of complying with the requirements of any applicable Law in relation to its making, funding or maintaining of Eurodollar Rate Loans, then from time to time upon written within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the applicable Borrower shall, without duplication, in respect of each affected Eurodollar Rate Loan shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein At any time when any Eurodollar Rate Loan is affected by the circumstances described in this Section 3.04(a), the applicable Borrower may either (i) if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrowers receive any such demand from such Lender or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three Business Days’ notice to the contraryAdministrative Agent, require the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed affected Lender to have been adopted and to have taken effect after the date hereofconvert such Eurodollar Rate Loan into a Base Rate Loan.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If 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, in each case on or after the date hereofClosing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein ; provided, that Borrower shall not be required to compensate a Lender pursuant to this Section 3.04(a) for any increased costs or reductions incurred more than 180 days prior to the contrarydate that such Lender notifies Borrower of the introduction of, the Xxxx-Xxxxx Xxxx Street Reform change in or interpretation of any Law giving rise to such increased costs or reductions and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed of such Lender’s intention to have been adopted and to have taken effect after the date hereofclaim compensation thereof.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law or a change in or in the interpretation of any LawLaw with which such Lender is required to comply, in each case case, after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar any Loan (other than a Base Rate Loans Loan) or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered by Section 3.01, (ii) the imposition of, or any Excluded Taxeschange in the rate of, any taxes imposed on or measured by net income (including branch profits) and franchise (iiand similar) taxes imposed in lieu of net income taxes payable by such Lender, or (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein At any time when any Eurodollar Rate Loan is affected by the circumstances described in this Section 3.04(a), the Borrower may either (i) if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrowers receive any such demand from such Lender or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the contraryAdministrative Agent, require the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rulesaffected Lender to convert such Eurodollar Rate Loan into a Base Rate Loan, regulations, orders, requests, guidelines or directives in connection therewith are deemed subject to have been adopted and the requirements of Section 3.05 to have taken effect after the date hereofextent applicable.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law or a change in or in the interpretation of any LawLaw with which such Lender is required to comply, in each case case, after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar any Loan (other than a Base Rate Loans Loan) or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Indemnified Taxes or Other Taxes covered by Section 3.01, (ii) the imposition of, or any Excluded Taxeschange in the rate of, any taxes imposed on or measured by net income or net profits (including branch profits) and franchise or capital (iiand similar) taxes imposed in lieu of or in addition to net income or net profits taxes payable by such Lender, or (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein At any time when any Eurodollar Rate Loan is affected by the circumstances described in this Section 3.04(a), the Borrower may either (i) if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrowers receive any such demand from such Lender or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the contraryAdministrative Agent, require the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rulesaffected Lender to convert such Eurodollar Rate Loan into a Base Rate Loan, regulations, orders, requests, guidelines or directives in connection therewith are deemed subject to have been adopted and the requirements of Section 3.05 to have taken effect after the date hereofextent applicable.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s 's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iiiii) reserve requirements contemplated by Section 3.04(c)), then if such Lender generally is assessing such amounts to its borrowers that are similarly situated with the Borrower, from time to time upon written demand of such Lender setting forth Lender, accompanied by a certificate described in reasonable detail such increased costs Section 3.06(a) (with a copy of such demand and certificate to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein If the Borrower is required to pay additional amounts to or for the contraryaccount of any Lender pursuant to this Section 3.04(a), then such Lender will agree to take such steps as shall not be materially disadvantageous to it, in the Xxxxreasonable judgment of such Lender, and as may be reasonably necessary (including the re-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines designation of its Lending Office) to avoid or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereofmitigate any requirement for compensation under this Section 3.04(a).

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s 's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by Section 3.01, the United States or any Excluded Taxes) and foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, (iiiii) reserve requirements contemplated by Section 3.04(c))) and (iv) the requirements of the Bank of England and the Financial Services Authority or the European Central 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 such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurodollar Rate Loans, then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contraryreduction or, if applicable, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after portion of such cost that is not represented by the date hereofMandatory Cost.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by Section 3.01, the United States or any Excluded Taxes) and foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, (iiiii) reserve requirements contemplated by Section 3.04(c))) and (iv) the requirements of the Bank of England and the Financial Services Authority or the European Central 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 such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurodollar Rate Loans, then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contraryreduction or, if applicable, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after portion of such cost that is not represented by the date hereofMandatory Cost.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change Change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or converting to, continuing, funding, maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of CreditEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01, the United States or any Excluded Taxesforeign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office or does business (other than doing business solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein ; provided, (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the contrary, extent such Lender has the Xxxx-Xxxxx Xxxx Street Reform right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives (y) that such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company under any other provision of this Agreement (including any reserve requirements included in connection therewith are deemed to have been adopted and to have taken effect after determining the date hereofEurodollar Rate).

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, Law or such Lender’s compliance therewith, in each case that occurs after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of CreditLoans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any in each case in an amount deemed material by such Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall gross or net income by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of within 20 days following delivery by such Lender setting forth of a certificate described in reasonable detail such increased costs Section 3.06 (with a copy of such demand certificate to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein ; provided that no such compensation shall be payable in respect of any period more than 180 days prior to the contrarylater of the effective date of the event giving rise to the request for compensation and the date on which such Lender gives written notice to the Borrower (with a copy to the Administrative Agent) describing such event (which notice shall describe in reasonable detail the nature of such event and the basis for any such request for compensation), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect any case each request for such compensation shall be made promptly after the date hereofamount thereof is ascertainable by such Lender.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change Change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or converting to, continuing, funding, maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of CreditEurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized, or has its Lending Office, or does business (other than doing business solely as a result of entering into this Agreement, performing any Excluded Taxesobligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein ; provided, (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the contrary, extent such Lender has the Xxxx-Xxxxx Xxxx Street Reform right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives (y) that such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company under any other provision of this Agreement (including any reserve requirements included in connection therewith are deemed to have been adopted and to have taken effect after determining the date hereofEurodollar Rate).

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines in good faith that as a result of the introduction of or any change Change in or in the interpretation of any Law, in each case Law after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or EURIBOR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes taxes on payments by or Other Taxes covered on account of the Borrowers (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon each such Borrower (A) may revoke any pending request for a Borrowing of Credit Agreement Eurodollar Rate Loans or EURIBOR Loans, as applicable, conversion to or continuation of Eurodollar Rate Loans or (B) within thirty (30) days after written demand of by such Lender setting forth in reasonable detail such increased costs or reduction (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the relevant Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewithClosing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount of any sum received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it hereunder (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered by Section 3.01, or which would have been so covered but for an exclusion included therein, (ii) the imposition of, or any Excluded Taxeschange in the rate of, any taxes payable by such Lender with respect to the Lender’s gross or net income, profits or revenue (including value-added or similar taxes) and (iiiii) reserve requirements contemplated by Section 3.04(c))) does not represent the cost to such Lender of complying with the requirements of any applicable Law in relation to its making, funding or maintaining of Eurodollar Rate Loans, then from time to time upon written within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein At any time when any Eurodollar Rate Loan is affected by the circumstances described in this Section 3.04(a), the Borrower may either (i) if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower receives any such demand from such Lender or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three Business Days’ notice to the contraryAdministrative Agent, require the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed affected Lender to have been adopted and to have taken effect after the date hereofconvert such Eurodollar Rate Loan into a Base Rate Loan.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines in good faith that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or Other Taxes covered overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon each such Borrower (A) may revoke any pending request for a Borrowing of Eurodollar Rate Loans conversion to or continuation of Eurodollar Rate Loans or (B) within thirty (30) days after written demand of by such Lender setting forth in reasonable detail such increased costs or reduction (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the relevant Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines in good faith that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or EURIBOR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or Other Taxes covered overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by Section 3.01, the United States or any Excluded Taxes) foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iiiii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon each such Borrower (A) may revoke any pending request for a Borrowing of Eurodollar Rate Loans or EURIBOR Loans, as applicable, conversion to or continuation of Eurodollar Rate Loans or (B) within thirty (30) days after written demand of by such Lender setting forth in reasonable detail such increased costs or reduction (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the relevant Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s 's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), subsection (a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by Section 3.01, the United States or any Excluded Taxes) and foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, (iiiii) reserve requirements contemplated by Section 3.04(c), and (iv) the requirements of the Bank of England and the Financial Services Authority or the European Central 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 such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurodollar Rate Loans, then if such Lender generally is assessing such amounts to its borrowers that are similarly situated with the Borrower, from time to time upon written demand of such Lender setting forth Lender, accompanied by a certificate described in reasonable detail such increased costs Section 3.06(a) (with a copy of such demand and certificate to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contraryreduction or, if applicable, the Xxxxportion of such cost that is not represented by the Mandatory Cost. If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 3.04(a), then such Lender will agree to take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines designation of its Lending Office) to avoid or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereofmitigate any requirement for compensation under this Section 3.04(a).

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered by Section 3.01, or which would have been so covered but for an exclusion included therein, (ii) the imposition of, or any Excluded Taxes) change in the rate of, any taxes payable by such Lender and (iiiii) reserve requirements contemplated by Section 3.04(c))) does not represent the cost to such Lender of complying with the requirements of any applicable Law in relation to its making, funding or maintaining of Eurodollar Rate Loans, then from time to time upon written within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the applicable Borrower shall, without duplication, in respect of each affected Eurodollar Rate Loan shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein At any time when any Eurodollar Rate Loan is affected by the circumstances described in this Section 3.04(a), the applicable Borrower may either (i) if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrowers receive any such demand from such Lender or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three Business Days’ notice to the contraryAdministrative Agent, require the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed affected Lender to have been adopted and to have taken effect after the date hereofconvert such Eurodollar Rate Loan into a Base Rate Loan.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change Change in or in the interpretation of any Law, in each case after the date hereofClosing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans or CDOR 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it foregoing (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Indemnified Taxes or Other Taxes covered by Section 3.01Taxes, or any Excluded TaxesTaxes excluded from the definition of Indemnified Taxes under exceptions (i) and through (v) thereof or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurodollar Rate Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time upon written within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the applicable Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, orders, requests, guidelines or directives thereunder or issued in connection therewith are 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 have been be a change in law, regardless of the date enacted, adopted or issued; provided that to the extent any increased costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or pursuant to have taken effect Basel III after the date hereofSecond Restatement Effective Date, then such Lender shall be compensated pursuant to this Section 3.04 only if such Lender imposes such charges under other syndicated credit facilities involving similarly situated borrowers that such Lender is a lender under.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar 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 such Lender in connection with any of the foregoing, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it (excluding, for purposes of this Section 3.04(a), any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes covered by Section 3.01, or any Excluded Taxes) and (ii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are and (y) (y) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations and applications of, and any compliance by a Lender with any request or directive relating to International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to have been adopted and to have taken effect after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change Change in or in the interpretation of any Law, in each case after the date hereofClosing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar 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 such Lender in connection with any of the foregoingforegoing including, including subjecting any Lender to any Tax with respect to this Agreement or any Eurodollar Rate Loan made by it for the avoidance of doubt, Taxes (excluding, excluding for purposes of this Section 3.04(a), ) any such increased costs or reduction in amount resulting from (i) Non-Excluded Indemnified Taxes imposed with respect to payments hereunder or Other Taxes covered by Section 3.01Taxes, or any Excluded TaxesTaxes excluded from the definition of Indemnified Taxes under exceptions (i) and through (v) thereof or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurodollar Rate Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time upon written within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, orders, requests, guidelines or directives thereunder or issued in connection therewith are 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 have been be a change in law, regardless of the date enacted, adopted or issued; provided that to the extent any increased costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or pursuant to have taken effect Basel III after the date hereofClosing Date, then such Lender shall be compensated pursuant to this Section 3.04 only if such Lender imposes such charges under other syndicated credit facilities involving similarly situated borrowers that such Lender is a lender under.