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

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) 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 (i) Taxes, Other Taxes 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 is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, maintaining, continuing or maintaining Loans the interest on which is determined by reference converting to the Eurodollar Rate any Loan or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.03(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes or Other Taxes and Excluded Taxes (as to which indemnifiable under Section 3.01 shall govern), 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 is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)Excluded Taxes), then from time to time upon within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that in the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for case of any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable increased cost provisions and only to the extent the applicable Lender certifies that it is its general policy or practice to impose such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofcharges on other similarly situated borrowers under comparable syndicated credit facilities.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any Change in 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 of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate (or (as in the case may beof any Change in Law with respect to Taxes, any Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) changes in Excluded Taxes (other than clause (a) 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 is organized or has its Lending OfficeExcluded Taxes), (iii) Connection Income Taxes, and (iiiiv) reserve requirements utilized, as to reflected in the Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon within fifteen (15) Business Days after written demand of such Lender setting forth in reasonable detail (which need not include any information the disclosure of which by such Lender is prohibited by applicable Laws) such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that such increased costs may only be requested by a Lender imposing such increased costs on borrowers similarly situated to the Borrower shall not be required under syndicated credit facilities comparable 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofthose provided hereunder.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of any Change in Law, in each case after the date hereof (other than to the extent any increased cost is suffered or incurred with respect to any Bank Levy (or any payment attributable to, or any liability arising as a consequence of a Bank Levy)), or such Lender’s compliance therewith, there shall be any material increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans any Loan or Ancillary Commitment the interest on which is determined by reference to the Eurodollar Eurocurrency Rate or (as the case may be) issuing or participating in Letters of Credit, or a material reduction in the amount received or receivable by such Lender in connection with any of the foregoing (including Taxes on or in respect of its loans, 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 3.05(a) any such increased costs or reduction in amount resulting from (i) Taxes, Other Indemnified Taxes and Excluded Taxes (as to which indemnifiable under Section 3.01 shall govern)3.01, (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 has its Lending OfficeExcluded Taxes, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)reflected in the Eurocurrency Rate), then from time to time upon within 15 days after demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender 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 of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate Loans, or (as the case may be) 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 (i) Taxes, Taxes or Other Taxes 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 is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)in the determination of the Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that provided, however, the Borrower shall not be required to compensate a pay any such expense if the applicable Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies shall not notify the Borrower of the Change in Law giving rise to such additional amounts and expense within 180 days of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period Lender being aware of retroactive effect thereofits incurrence.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate any Loan or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.03(a) any such increased costs or reduction in amount resulting from (i) Taxes, Other Indemnified Taxes and Excluded Taxes (as to which indemnifiable under Section 3.01 shall govern)3.01, (ii) changes Excluded Taxes described in clauses (b) through (d) of the basis definition of taxation “Excluded Taxes,” or (iii) Excluded Taxes described in clause (a) of overall the definition of “Excluded Taxes” to the extent such Taxes are imposed on or measured by such Lender’s net income or overall gross income by the United States profits (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 (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(eare franchise Taxes imposed in lieu thereof)), then from time to time upon within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.05), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that in the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for case of any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable increased cost provisions and only to the extent the applicable Lender is imposing such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofcharges on other similarly situated borrowers under comparable syndicated credit facilities.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any Change in 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 of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate (or (as in the case may beof any Change in Law with respect to Taxes, any Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) changes in Excluded Taxes (other than clause (a) 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 is organized or has its Lending OfficeExcluded Taxes), (iii) Connection Income Taxes, and (iiiiv) reserve requirements utilized, as to reflected in the Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon within fifteen (15) Business Days after written demand of such Lender setting forth in reasonable detail (which need not include any information the disclosure of which by such Lender is prohibited by applicable Laws) such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Lead Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not such increased costs may only be required to compensate requested by a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior imposing such increased costs on borrowers similarly situated to the date that such Lender notifies the Borrower of the Change in Law giving rise BorrowerBorrowers under syndicated credit facilities comparable to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofthose provided hereunder.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the Restatement Effective Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Term SOFR Rate Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (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, Other or any Taxes and Excluded excluded from the definition of Indemnified Taxes under exceptions (as to which Section 3.01 shall govern), i) through (v) 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 is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Term SOFR Rate Loan, as applicable (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time upon within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereof.or

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate Rate, or (as the case may be) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Other Taxes and any Excluded Taxes (as to which Section 3.01 shall govern), or (ii) changes in the basis of taxation of overall net income any Non-Excluded Tax or overall gross income by the United States Other Taxes indemnified under Section 3.01 with respect to this Agreement or any foreign jurisdiction of the other Loan Documents or any political subdivision of either thereof under the Laws of which its obligations hereunder or thereunder or any payments to such Lender is organized (or has its applicable Lending Office) of principal, interest, fees or any other amount payable hereunder, and (iiiii) reserve requirements utilized, as to reflected in the Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon promptly after demand of such Lender setting forth in reasonable detail such increased costs reasonably determined by such Lender in good faith and in a manner generally consistent with similarly situated customers of such Lender under agreements having provisions similar to this Section 3.04 (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (including 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 described in clauses (b) through (d) of the definition of Excluded Taxes, and Excluded Taxes (as to which Section 3.01 shall govern)Connection Income Taxes, and (ii) changes reserve requirements reflected 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 has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon within fifteen (15) days after demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if such Lender will only be compensated to the Change extent it is the general policy or practice of such Lender to demand such charges in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period similar circumstances under comparable provisions of retroactive effect thereof.comparable syndicated credit facilities. 100

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (including 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 described in clauses (b) through (d) of the definition of Excluded Taxes, and Excluded Taxes (as to which Section 3.01 shall govern)Connection Income Taxes, and (ii) changes reserve requirements reflected 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 has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon within fifteen (15) days after demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if such Lender will only be compensated to the Change extent it is the general policy or practice of such Lender to demand such charges in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period similar circumstances under comparable provisions of retroactive effect thereofcomparable syndicated credit facilities.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Eurocurrency Base Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes, Other Taxes 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 is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Eurocurrency Rate Loans, as contemplated by Section 3.04(e)in the determination of the Eurocurrency Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower Borrowers of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, provided that, if the 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 period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the ClosingAmendment No.1 Effective Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate Rate, or (as the case may be) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Other Taxes and any Excluded Taxes (as to which Section 3.01 shall govern)or, (ii) changes in the basis of taxation of overall net income any Non-Excluded Tax or overall gross income by the United States Other Taxes indemnified under Section 3.01 with respect to this Agreement or any foreign jurisdiction of the other Loan Documents or any political subdivision of either thereof under the Laws of which its obligations hereunder or thereunder or any payments to such Lender is organized (or has its applicable Lending Office) of principal, interest, fees or any other amount payable hereunder, and (iior (iii) reserve requirements utilized, as to reflected in the Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon promptly after demand of such Lender setting forth in reasonable detail such increased costs reasonably determined by such Lender in good faith and in a manner generally consistent with similarly situated customers of such Lender under agreements having provisions similar to this Section 3.04 (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any material increase in the cost to such Lender (or its Affiliate, as the case may be) of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Eurocurrency Rate or (as the case may be) issuing or participating in Letters of Credit or a material reduction in the amount received or receivable by such Lender (or its Affiliate, as the case may be) in connection with any of the foregoing (including Taxes on or in respect of its loans, 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) (A) Indemnified Taxes, Other (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Excluded Taxes (as to which Section 3.01 shall govern)C) Connection Income Taxes, and (ii) changes reserve requirements reflected 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 has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)Eurocurrency Rate), then from time to time upon within 15 days after demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.05), the Borrower Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any Change in 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 of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Eurocurrency Rate (or (as in the case may beof any Change in Law with respect to Taxes, any Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (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 is organized or has its Lending OfficeExcluded Taxes, (iii) Connection Income Taxes, and (iiiiv) reserve requirements utilizedreflected in the Eurocurrency Rate), as to Eurodollar Rate Loans, as contemplated and such increase in costs affects the banking market generally or is requested by Section 3.04(e))the Required Lenders, then from time to time upon within fifteen (15) Business Days after written demand of such Lender setting forth in reasonable detail (which need not include any information the disclosure of which by such Lender is prohibited by applicable Laws) such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that such increased costs may only be requested by a Lender imposing such increased costs on borrowers similarly situated to the Borrower shall not be required under syndicated credit facilities comparable 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofthose provided hereunder.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate any Loan or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.03(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes or Other Taxes and Excluded Taxes (as to which indemnifiable under Section 3.01 shall govern)3.01, (ii) changes in the basis of taxation of overall net income Excluded Taxes 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 (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e3.03(c)), then from time to time upon within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.05), the Parent Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that in the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for case of any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable increased cost provisions and only to the extent the applicable Lender certifies that it is its general policy or practice to impose such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofcharges on other similarly situated borrowers under comparable syndicated credit facilities.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, maintaining or maintaining Loans the interest on which is determined by reference to the participating in Eurodollar Rate Loans, or (as the case may be) 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 (i) Taxes, Taxes or Other Taxes and Excluded 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 has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided provided, that (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the Borrower extent such Lender has the right under such similar credit facilities to do so) with respect to such change in or in the interpretation in any Law regarding such increased cost or reduction and (y) such additional amounts shall not be required to compensate a Lender pursuant to this Section 3.04 for duplicative of any additional amounts incurred more than 90 days prior to the date that such Lender notifies extent otherwise paid by the Borrower under any other provision of this Agreement (including any reserve requirements included in determining the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofEurodollar Rate).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any Change in 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 of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate (or (as in the case may beof any Change in Law with respect to Taxes, any Loan) or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) changes in Excluded Taxes (other than clause (a) 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 is organized or has its Lending OfficeExcluded Taxes), (iii) Connection Income Taxes, and (iiiiv) reserve requirements utilized, as to reflected in the Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon within fifteen (15) Business Days after written demand of such Lender setting forth in reasonable detail (which need not include any information the disclosure of which by such Lender is prohibited by applicable Laws) such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that such increased costs may only be requested by a Lender imposing such increased costs on borrowers similarly situated to the Borrower shall not be required under syndicated credit facilities comparable 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 Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the 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 period of retroactive effect thereofthose provided hereunder.