Common use of Increased Cost and Reduced Return; Capital Adequacy Clause in Contracts

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans (as the case may be) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender or the L/C Issuer 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) Indemnified Taxes or Other Taxes (as to which Section 3.01 3.1 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, utilized in the determination of the Eurocurrency Eurodollar Rate 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 belowIBOR Rate)) 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 Eurocurrency Rate Loans, then from time to time upon within 5 days after demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction. If as a result of the foregoing, Borrower is required to pay to any Lender any additional amounts, such Lender agrees to use commercially reasonable efforts to designate a different Lending Office if applicablesuch designation will avoid such increased cost or reduced return and will not, in the portion good faith judgment of such cost that is not represented by the Mandatory CostLender, otherwise be materially disadvantageous to such Lender.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer 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) Excluded Taxes, Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, Office and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate and (ivRate) 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 relevant central banking or the European Central Bank financial regulatory authority in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in Lawor in the interpretation of any Law following the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer 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) Indemnified Taxes, Other Taxes or Other and Excluded 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 belowRate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrowers of the change of Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided that, if applicablethe change of Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the portion period of such cost that is not represented by the Mandatory Costretroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation by any Governmental Authority of any Law, or such Lender’s compliance with any request, guideline or directive of any Governmental Authority made or issued after the date hereof, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency 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 or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection Subsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized organized, in which its principal office is located or has its Lending OfficeOffice (or in the case of a jurisdiction (or any political subdivision thereof) that imposes taxes on the basis of management or control or other concept or principal of residence, the jurisdiction (or any political subdivision thereof) in which such Lender is so resident), and (iii) reserve requirements utilized, as to Eurocurrency Eurodollar Rate Committed Loans, in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company applicable Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, or such Lender’s or L/C Issuer’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, Issuer of agreeing to make or making, funding or converting to, continuing, funding, maintaining Eurocurrency Rate Loans or issuing or participating in Letters of CreditTerm SOFR Loans or Alternative Currency Loans, or a reduction in the amount received or receivable by such Lender or the L/C Issuer 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) Indemnified Taxes, other than any such Taxes indemnified under Section 3.01(a) or Other Taxes (as to which Section 3.01 shall govern), ) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, Office or does business (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 doing business solely as set forth below)) or the Mandatory Costa result of entering into this Agreement, as calculated performing any obligations 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 receiving any payments hereunder or the European Central Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loansenforcing any rights hereunder)), then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction; provided, (x) such Lender or L/C Issuer shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or L/C Issuer has the right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction or, if applicable, and (y) that such additional amounts shall not be duplicative of any amounts to the portion of such cost that is not represented extent otherwise paid by the Mandatory CostCompany under any other provision of this Agreement.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency 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 or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Eurodollar Rate Loans, in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction. If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, if applicableor 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 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), the portion of Borrower shall pay to such cost that is not represented by the Mandatory CostLender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer 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) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of the overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate Rate) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that that, as a result of the enactment, promulgation, adoption or issuance of any Change Law or any amendment of or other change in any Law or any change in the interpretation of any Law, in each case after the date hereof (each, a “New Law”) or such Lender’s compliance with any New Law, there shall be (x) any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Term Loans at the Interest Rate Loans based upon the Adjusted LIBO Rate or issuing or participating in Letters of Credit, or (y) a reduction in the amount received or receivable by such Lender or the L/C Issuer in connection with any of the foregoing hereunder (excluding excluding, for purposes of this subsection (a) Section 3.04(a), any such increased costs or reduction in amount received or receivable consisting of or resulting from (i) Indemnified Taxes expressly indemnified under Sections 3.01(a)-(c) above and Excluded 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 (or franchise Taxes) by any Governmental Authority of or in the United States or any foreign jurisdiction or any political subdivision of either any thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 which 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 has an office at which it maintains its making, funding or maintaining of Eurocurrency Rate Term Loans), then from time to time upon within thirty (30) days after receipt of written demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent)) accompanied by reasonable documentary evidence of the relevant New Law and the calculation of the amount demanded, the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction; provided, if applicable, that the portion Company shall not be required to compensate any Lender pursuant to this Section 3.04 for any amount incurred more than 180 days prior to the date that such Lender notifies the Company in writing of such cost that is not represented by the Mandatory Costits claim for reimbursement under this Section 3.04.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer 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 Closing Date, or such Lender’s or L/C Issuer’s compliance therewith, (i) there shall be any material increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans any Loan the interest on which is determined by reference to the Eurodollar RateTerm Benchmark or in the cost to such Lender or such L/C Issuer of participating in, issuing or participating maintaining any Letter of Credit (or of maintaining its obligation to participate in Letters or to issue any Letter of Credit), or a reduction in the amount received or receivable by such Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a)‎3.04(a) any such increased costs or reduction reserve requirements reflected in amount resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall governthe Eurodollar RateTerm Benchmark), or (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or Lenders shall be subject to any foreign jurisdiction or Taxes (other than Excluded Taxes, Non-Excluded Taxes and Other Taxes) on any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination Loan principal, letters of the Eurocurrency Rate and (iv) the requirements of the Bank of England credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto payable by a Lender 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 result thereof shall be to increase the cost relating to any Loan 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 Eurocurrency Rate LoansLender, then from time to time upon within thirty (30) days after demand of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06‎3.06), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction; provided, if applicablethat for the avoidance of doubt, the portion of such cost nothing in this Section 3.04(a) shall require any Lender or L/C Issuer to provide any information that is not represented by the Mandatory Cost.it deems to be confidential, price-sensitive or legally-restricted..

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender's compliance therewith, (i) there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans (whether denominated in Dollars or Alternative Currency) or (as the case may be) issuing or participating in Letters of CreditCredit (whether denominated in Dollars or Alternative Currency), or a reduction in the amount received or receivable by such Lender or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 any 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 Eurocurrency Rate Loans, or (iii) a reduction in the amount received or receivable by 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 (x) Taxes or Other Taxes (as to which Section 3.01 shall govern), (y) changes in the basis of taxation of the overall net income or overall gross income by the 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, and (z) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate), then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction, effective after the date hereof, of or any Change change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency LIBO 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 or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency LIBO Rate Loans, in the determination of the Eurocurrency Rate 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 belowLIBO Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction. If any Lender determines that the introduction, if applicableeffective after the date hereof, of any Law regarding capital adequacy or any change, effective after the date hereof, 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 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), the portion of Borrower shall pay to such cost that is not represented by the Mandatory CostLender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation by any Governmental Authority of any Law, or such Lender’s compliance with any request, guideline or directive of any Governmental Authority made or issued after the Closing Date, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency 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 or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection Subsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized organized, in which its principal office is located or has its Lending OfficeOffice (or in the case of a jurisdiction (or any political subdivision thereof) that imposes taxes on the basis of management or control or other concept or principal of residence, the jurisdiction (or any political subdivision thereof) in which such Lender is so resident), and (iii) reserve requirements utilized, as to Eurocurrency Eurodollar Rate Committed Loans, in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company applicable Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency 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 or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, utilized in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon written demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall either (x) pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender for such increased cost or reduction, or (y) prepay or convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, together with all such additional amounts as will compensate such Lender through the L/C Issuer date of such prepayment or conversion for such increased cost or reduction or, if applicable, plus all Funding Losses and interest due as of the portion date of such cost that is not represented prepayment or conversion. Lender’s demand shall be accompanied by the Mandatory Costa statement of amount and setting forth in reasonable detail such Lender’s calculation thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after the date hereof, in the case of any Loan or Letter of Credit or any obligation to make Loans or issue or participate in any Letter of Credit, a Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, assessment (excluding Taxes) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender, (ii) subject any Administrative Agent or Lender to any Taxes (other than (A) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower hereunder or (B) Taxes described in Sections 8.04(b)(v)-(z)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on any Lender or the L/C Issuer reasonably determines that as a Londonapplicable interbank market any other condition affecting its Euro-DollarTerm Benchmark Loans, its Note or its obligations to make Euro-DollarTerm Benchmark Loans or its obligations hereunder in respect of Letters of Credit and the result of any Change in Law, there shall be any of the foregoing is to increase in the cost to such Lender (or the L/C Issuer, as applicable, its Applicable Lending Office) of agreeing to make or making, funding making or maintaining Eurocurrency Rate Loans any Euro-DollarTerm Benchmark Loan or of issuing or participating in Letters any Letter of Credit, or a reduction in to reduce the amount of any sum received or receivable by such Lender under this Agreement or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in under its Note, by an amount resulting from (i) Indemnified 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 deemed by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or to be material, then, within 15 days after written demand therefor made through the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate LoansAdministrative Agent, in the determination form of the Eurocurrency Rate and (iv) certificate referred to in Section 8.01(c), 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 Borrower shall pay 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amount or amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, reduction; provided that the portion Borrower shall not be required to pay any such compensation with respect to any period prior to the 90th day before the date of any such cost that is not represented by the Mandatory Costdemand.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, Issuer of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the 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 such Lender or the L/C Issuer in connection with any of the foregoing foregoing, in an amount deemed by such Lender or the L/C Issuer to be material (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis 63 of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 belowcontemplated by Section 3.04(e)) 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 Eurocurrency Rate Loans), then from time to time upon demand within ten Business Days after the Borrowers’ receipt of the certificate contemplated by Section 3.06(a) from such Lender or the L/C Issuer (with a copy of such demand certificate to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction; provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender or the L/C Issuer notifies the Borrowers of the Change in Law giving rise to such additional amounts and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor; provided that, if applicablethe Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the portion period of such cost that is not represented by the Mandatory Costretroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation by any Governmental Authority of any Law, or such Lender's compliance with any request, guideline or directive of any Governmental Authority made or issued after the date hereof, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Eurodollar Rate Loans or issuing or participating in Letters of CreditLoans, or a reduction in the amount received or receivable by such Lender or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized organized, in which its principal office is located or has its Lending OfficeOffice (or in the case of a jurisdiction (or any political subdivision thereof) that imposes taxes on the basis of management or control or other concept or principal of residence, the jurisdiction (or any political subdivision thereof) in which such Lender is so resident), and (iii) reserve requirements utilized, as to Eurocurrency Eurodollar Rate Committed Loans, in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company applicable Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer 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 Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Rate any Term SOFR Loans (or, in the case of a change in Law with respect to Taxes, any Loan) or issuing or participating in Letters of Credit(as the case may be) issuing, or a reduction in the amount received or receivable by such Lender or the L/C Issuer 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) Indemnified Taxes or Other Taxes, or any Taxes excluded from the definition of Indemnified Taxes under exceptions (as to which Section 3.01 shall govern), i) through (vi) thereof or (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in contemplated by Section 3.04(c)) and the determination result of any of the Eurocurrency Rate 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 foregoing shall be to increase 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 making or maintaining such Term SOFR Loan (or of Eurocurrency Rate Loansmaking or maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, in each case, by an amount which such Lender deems to be material, then from time to time upon within fifteen (15) days after written demand of by such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction. Notwithstanding anything herein to the contrary, if applicablefor all purposes under this Agreement, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the portion Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a 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 Basel III after the Closing Date, then such cost 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 not represented by the Mandatory Cost.a lender under. 121

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, in any case occurring after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to accept or the L/C Issueraccepting, as applicablefunding or maintaining Bankers’ Acceptances, of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or other Tranche 2 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 or the L/C Issuer 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) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the rates or basis of taxation of overall net income or overall gross income by the United States States, Canada or any other foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its a Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Applicable Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation by any Governmental Authority of any Law, or such Lender's compliance with any request, guideline or directive of any Governmental Authority made or issued after the date hereof, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Eurodollar Rate Loans or issuing or participating in Letters of CreditLoans, or a reduction in the amount received or receivable by such Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of CREDIT AGREEMENT 27 this subsection Subsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized organized, in which its principal office is located or has its Lending OfficeOffice (or in the case of a jurisdiction (or any political subdivision thereof) that imposes taxes on the basis of management or control or other concept or principal of residence, the jurisdiction (or any political subdivision thereof) in which such Lender is so resident), and (iii) reserve requirements utilized, as to Eurocurrency Eurodollar Rate Loans, in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurocurrency Base 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 or the L/C Issuer 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) Indemnified Taxes, Other Taxes or Other and Excluded 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 belowRate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided that, if applicablethe Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the portion period of such cost that is not represented by the Mandatory Costretroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in Lawor in the interpretation by any Governmental Authority of any Law after the Restatement Closing Date, or such Lender’s compliance with any request, guideline or directive of any Governmental Authority made or issued after the Restatement Closing Date, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Rate Term SOFR 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 or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection Subsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall govern), ) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized, or the L/C Issuer in which its principal office is organized located or has its Lending Office, Office (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, or in the determination case of a jurisdiction (or any political subdivision thereof) that imposes taxes on the Eurocurrency Rate and basis of management or control or other concept of principal office or residence, the jurisdiction (ivor any political subdivision thereof) 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 which 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 Eurocurrency Rate Loansis so resident), then from time to time upon within thirty days after demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent)) in accordance with Section 3.06, the Company applicable Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction. For purposes of the foregoing and Section 3.04(b), if applicable(A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the portion Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in such case pursuant to Basel III, shall in each case be deemed to be introduced, changed, made or issued after the Restatement Closing Date regardless of the date introduced, changed or made; provided, that, as to any Lender seeking compensation under this Section 3.04(a) with respect to any increased cost or reduction incurred or suffered as a result of clause (A) or (B) of this sentence, such cost Lender shall only be so compensated to the extent such Lender is then generally seeking such compensation from similarly situated customers under agreements relating to similar credit transactions that is not represented by include provisions similar to the Mandatory Costfirst sentence of this Section 3.04(a).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in LawLaw or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or issuing or participating in Letters of Credit, any Loan or a reduction in the amount received or receivable by such Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.02(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall govern)Taxes, (ii) changes Taxes described in clauses (b) through (d) of the basis definition of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, Excluded Taxes and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in Connection Income Taxes) and the determination result of any of the Eurocurrency Rate 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 foregoing shall be to increase the cost to such Lender of complying making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender, then from time to time within ten (10) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the requirements Administrative Agent given in accordance with Section 3.03), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the Bank effect of England and/or reducing the Financial Services Authority rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the European Central Bank Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in relation Law (taking into consideration such Lender’s policies and the policies of such Xxxxxx’s holding company with respect to its making, funding or maintaining of Eurocurrency Rate Loanscapital adequacy), then from time to time upon demand of such Lender or setting forth in reasonable detail the L/C Issuer charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent), Agent given in accordance with Section 3.03) the Company shall Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered within ten (10) days after receipt of such demand. (c) Failure or delay on the L/C Issuer part of any Lender to demand compensation pursuant to this Section 3.02 shall not constitute a waiver of such Xxxxxx’s right to demand such compensation. (d) If any Lender requests compensation under this Section 3.02, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan affected by such increased event if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.02 in the future and (ii) would not subject such Lender to any unreimbursed cost or reduction orexpense and would not otherwise be disadvantageous to such Lender; provided that such efforts are made on terms that, if applicable, in the portion reasonable judgment of such cost Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that is not represented by nothing in this Section 3.02(d) shall affect or postpone any of the Mandatory CostObligations of the Borrower or the rights of such Lender pursuant to Section 3.02(a), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, Issuer of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurocurrency Rate Rate, Alternative Currency 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 or the L/C Issuer in connection with any of the foregoing foregoing, in an amount deemed by such Lender or the L/C Issuer to be material (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans and Alternative Currency Loans, in the determination of the Eurocurrency Rate 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 belowcontemplated by Section 3.04(e)) 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 Eurocurrency Rate Loans), then from time to time upon demand within ten Business Days after the Borrowers’ receipt of the certificate contemplated by Section 3.06(a) from such Lender or the L/C Issuer (with a copy of such demand certificate to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction; provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender or the L/C Issuer notifies the Borrowers of the Change in Law giving rise to such additional amounts and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor; provided that, if applicablethe Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the portion period of such cost that is not represented by the Mandatory Costretroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that any change in or the L/C Issuer reasonably determines that as a result interpretation of any Change in Law, there shall be any increase in Laws announced after the cost to date hereof have the effect of reducing the rate of return on the capital of such Lender or the L/C Issuer, as applicable, 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 compliance by such Lender (or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 any corporation controlling such Lender as a consequence of complying such Lender’s obligations hereunder (taking into consideration its policies with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation respect to its making, funding or maintaining of Eurocurrency Rate Loanscapital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender for such reduction; provided that (a) Borrower shall not be required to pay such additional amounts to compensate any Lender for (i) any Excluded Taxes or any liabilities excluded from the definition of Indemnified Taxes by Section 3.01, (ii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that such Administrative Agent did not properly withhold any Tax or other amount from payments made in respect of any Lender, or (iii) any change in the rate of applicable Taxes imposed on or measured by net income, and (b) notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the L/C Issuer for such increased cost United States or reduction orforeign regulatory authorities, if applicablein each case pursuant to Basel III, shall in each case be deemed to have been implemented after the portion of such cost that is not represented by the Mandatory Cost.date hereof. Fusion NBS Acquisition Corp. Credit Agreement

Increased Cost and Reduced Return; Capital Adequacy. (a) If Lender determines that any change in or the interpretation of any Laws announced after the date hereof have the effect of reducing the rate of return on the capital of Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, there shall be any increase in the cost to such compliance by Lender (or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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, any corporation controlling Lender as calculated hereunder, does not represent the cost a consequence of Lender’s obligations hereunder (taking into consideration its policies with respect 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 Eurocurrency Rate Loanscapital adequacy and Lender’s desired return on capital), then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent)Lender, the Company applicable Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate Lender for such reduction; provided that (a) a Borrower shall not be required to pay such additional amounts to compensate Lender for (i) any income, franchise or branch profits Taxes imposed as a result of a present or former connection between the Lender and the jurisdiction imposing such Tax (other than connections arising from the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document), any Excluded Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes or any Indemnified Taxes, (ii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that Lender did not properly withhold any Tax or other amount from payments made in respect of Lender, or (iii) any change in the rate of applicable Taxes imposed on or measured by net income, and (b) notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the L/C Issuer for such increased cost United States or reduction orforeign regulatory authorities, if applicablein each case pursuant to Basel III, shall in each case be deemed to have been implemented after the portion of such cost that is not represented by the Mandatory Costdate hereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, Issuer of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the 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 such Lender or the L/C Issuer 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) Indemnified Taxes, Other Taxes or Other and Excluded 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 belowcontemplated by Section 3.04(e)) 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 Eurocurrency Rate Loans), then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction; provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender or the L/C Issuer notifies the Borrowers of the Change in Law giving rise to such additional amounts and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor; provided that, if applicablethe Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the portion period of such cost that is not represented by the Mandatory Costretroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBO Rate); (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement, or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any tax excluded from the definition of Taxes in Section 3.01(a) payable by such Lender); or (iii) impose on any Lender or the L/C Issuer reasonably determines that as a London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender; and the result of any Change in Law, there of the foregoing shall be any to increase in the cost to such Lender of making or the L/C Issuer, as applicable, maintaining any LIBOR Loan (or of agreeing maintaining its obligation to make or making, funding or maintaining Eurocurrency Rate Loans or issuing or participating in Letters of Creditany such Loan), or a reduction in to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the L/C Issuer Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered, so long as such costs have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor. (b) Without duplication of amounts payable in connection with any of the foregoing (excluding for purposes of this subsection paragraph (a) above, if any Lender determines that any change in Law affecting such increased costs or reduction in amount resulting from (i) Indemnified 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 Lender or any foreign jurisdiction lending officer of such Lender or any political subdivision Lender’s holding company, if any, regarding capital requirements has or would have the effect of either thereof under reducing the Laws rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or the L/C Issuer is organized or has its Lending Office, such Lender’s holding company could have achieved but for such change in Law (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate and (iv) the requirements of the Bank of England taking into consideration such Lender’s policies and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth belowpolicies of such Lender’s holding company with respect to capital adequacy)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company shall Borrowers will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amount or amounts as will compensate such Lender or the L/C Issuer such Lender’s holding company for any such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.suffered. 3.05

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in any applicable Law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive by the NAIC or by any such Government Authority (whether or not having the force of law), in each case after the date hereof, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency any Loan the interest on which is determined by reference to the 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 or the L/C Issuer in connection with any of the foregoing (including Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, but excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, Other Taxes, Taxes or Other Taxes described in clauses (as to which Section 3.01 shall govern)b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes, and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon within fifteen days after demand of such Lender or the L/C Issuer 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), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, reduction; provided that such Lender will only be compensated to the portion extent it is the general policy or practice of such cost that is not represented by the Mandatory CostLender to demand such charges in similar circumstances under comparable provisions of comparable syndicated credit facilities.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction, effective after the date hereof, of or any Change change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency LIBO Rate Loans or issuing or participating in Letters of CreditLoans, or a reduction in the amount received or receivable by such Lender or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency LIBO Rate Loans, in the determination of the Eurocurrency Rate 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 belowLIBO Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction orreduction. If any Lender determines that the introduction, if applicableeffective after the date hereof, of any Law regarding capital adequacy or any change, effective after the date hereof, 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 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), the portion of Borrower shall pay to such cost that is not represented by the Mandatory CostLender such additional amounts as will compensate such Lender for such reduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer 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) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of the overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate Rate) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in or in the interpretation by any Governmental Authority of any Law, or such Lender's compliance with any request, guideline or directive of any Governmental Authority made or issued after the date hereof, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency 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 or the L/C Issuer 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) Indemnified 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 foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized organized, in which its principal office is located or has its Lending OfficeOffice (or in the case of a jurisdiction (or any political subdivision thereof) that imposes taxes on the basis of management or control or other concept or principal of residence, the jurisdiction (or any political subdivision thereof) in which such Lender is so resident), and (iii) reserve requirements utilized, as to Eurocurrency Eurodollar Rate Committed Loans, in the determination of the Eurocurrency Rate 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 belowEurodollar Rate)) 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company applicable Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender or the L/C Issuer reasonably determines that as a result of the introduction of or any Change change in Lawor in the interpretation of any Law (which term for purposes of this Section 3.04 shall include without limitation all applicable administrative orders, directed duties, requests, licenses, guidelines, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law), or such Lender's compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, of agreeing to make or making, funding or maintaining Eurocurrency Eurodollar Rate Loans or issuing or participating in Letters of CreditLoans, or a reduction in the amount received or receivable by such Lender or the L/C Issuer 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) Indemnified Taxes or Other Taxes taxes (as to which Section 3.01 shall govern), ) and (ii) changes in the basis or rate of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate 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 Eurocurrency Rate Loans, then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such Lender or the L/C Issuer for such increased cost or reduction; PROVIDED that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04(a) for any increased cost or reduction or, if applicable, in respect of a period occurring more than 180 days prior to the portion date that such Lender notifies the Borrower of such Lender's intention to claim compensation therefor unless the circumstances giving rise to such increased cost that is not represented by or reduction became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the Mandatory Costdate such circumstances become applicable.

Increased Cost and Reduced Return; Capital Adequacy. (a) If the Lender determines that the introduction of or any Lender change in or in the interpretation of any Law, or the L/C Issuer reasonably determines that as a result of any Change in LawLender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from shall: (i) Indemnified Taxes impose, modify or Other Taxes deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender (as to which except (A) any reserve requirement contemplated by Section 3.01 shall govern), (ii3.06) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate and (ivB) 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 L/C Issuer; (ii) subject the Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to the Lender or the L/C Issuer in respect thereof (except for (A) Taxes or Other Taxes (as to which Section 3.01 shall govern), and (B) changes in the rate or basis of imposition of any amount excluded from the definition of Taxes pursuant to Section 3.01(a)); (iii) result in the failure of the Mandatory Cost, as calculated hereunder, does not to represent the cost to such the 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 Eurocurrency Rate Loans; or (iv) impose on the Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by the Lender or any Letter of Credit; and the result of any of the foregoing shall be to increase the cost to the Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to the Lender of participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount), then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand Lender, the Borrower shall pay to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such the Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.

Increased Cost and Reduced Return; Capital Adequacy. (a) If the Lender determines that the introduction of or any Lender change in or in the interpretation of any Law, or the L/C Issuer reasonably determines that as a result of any Change in LawLender’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer, as applicable, 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 such Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from shall: (i) Indemnified Taxes impose, modify or Other Taxes deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender (as to which except (A) any reserve requirement contemplated by Section 3.01 shall govern), (ii3.06) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or the L/C Issuer is organized or has its Lending Office, (iii) reserve requirements utilized, as to Eurocurrency Rate Loans, in the determination of the Eurocurrency Rate and (ivB) 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 L/C Issuer; (ii) subject the Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to the Lender or the L/C Issuer in respect thereof (except for (A) Taxes or Other Taxes (as to which Section 3.01 shall govern), and (B) changes in the rate or basis of imposition of any amount excluded from the definition of Taxes pursuant to Section 3.01(a)); (iii) result in the failure of the Mandatory Cost, as calculated hereunder, does not to represent the cost to such the 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 Eurocurrency Rate Loans; or (iv) impose on the Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by the Lender or any Letter of Credit; and the result of any of the foregoing shall be to increase the cost to the Lender of making or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to the Lender of participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount), then from time to time upon demand of such Lender or the L/C Issuer (with a copy of such demand Lender, the Borrower shall pay to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer such additional amounts as will compensate such the Lender or the L/C Issuer for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Costreduction.