Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. If after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investor, or credit extended by an Investor pursuant this Agreement or a Program Support Agreement or (iii) that imposes any other condition the result of which is to increase the cost to an Investor of performing its obligations under this Agreement or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreement, or to reduce the amount of any sum received or receivable by an Investor under this Agreement or a Program Support Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit of the relevant Investor, such amounts charged to such Investor or such amounts to otherwise compensate such Investor for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (the terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.03, the holding company of any Issuing Bank) (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction; provided that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. If (a) If, on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): agency, (i) that subjects shall subject any Investor Bank to any charge tax on its capital reserves (or withholding on or any similar tax) with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement Eurodollar Loan made by it (except for Non-Excluded Taxes and Other Taxes covered by Section 8.4 and changes in the rate of tax on the overall net income or profits of an Investor) or taxes excluded by Section 6.01 or such Bank); (ii) that imposesshall impose, modifies modify or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (but excluding with respect to any Eurodollar Loan any such requirement reflected in an applicable Eurodollar Reserve Percentage)), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or (iii) that imposes shall impose on any Bank (or its Applicable Lending Office) or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting such Bank’s Eurodollar Loans or its obligation to make Eurodollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Eurodollar Loans, by reference an amount reasonable determined by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Eurodollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances; provided however, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in law, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) If after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make, expense Continue or increased cost on account Convert Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Fixed Rate Loans, any Note that relates to Fixed Rate Loans or its obligation to make, Continue or Convert into Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making, maintaining, Continuing or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support AgreementConverting into any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under any Note that relates to require any payment calculated Fixed Rate Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller shall the Borrower agrees to pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reductionreduction which arise out of its Loans or any Notes.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law, but if not having the force of law, the compliance with which is in accordance with the general practice of Persons to whom such request or directive is addressed) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans (in each case other than the imposition of or increase in any reserve requirements covered by the definition of "Euro-Dollar Reserve Percentage") and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) If, after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Lead Agent), Seller which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): Change In Law (i) that subjects any Investor to any charge shall impose, modify or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) that imposes shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an Investor of performing its obligations under this Agreement adoption or a Program Support Agreementchange with respect to taxes, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementany Loan), or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or reduction; provided that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofof this Agreement, in the case of any Investor shall be charged Committed Loan or Letter of Credit or any feeobligation to make Committed Loans or issue or participate in any Letter of Credit or (y) the date of any related Bid Rate Quote, expense or increased cost on account in the case of any Bid Rate Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Fixed Rate Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction; PROVIDED that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (the terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.03, the holding company of any Issuing Bank) (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller each Borrower shall pay to the Agent, for the benefit such Bank its Appropriate Share of the relevant Investor, such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction; provided that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrowers of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. If (a) If, on or after the date hereofhereof (the “Loan Effective Date”), any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Euro-Dollar Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Euro-Dollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of hereof the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Eurocurrency Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Statutory Reserve Rate), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Eurocurrency Loans or its obligation to make Eurocurrency Loans and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Eurocurrency Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under any Loan Document with respect thereto, by an Investor under this Agreement or a Program Support Agreement or amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender accompanied by a certificate of such Lender explaining in reasonable detail the method by which such amount shall have been determined (with a copy to the Agent), Seller the relevant Borrowers shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. If after the date hereof, any Investor Agent or any Purchaser shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacyadequacy and any accounting principles) or any change thereinafter the date hereof in any applicable Law, rule or regulation, or any change after the date hereof in the interpretation or administration thereof of any applicable law, rule or regulation by the Financial Accounting Standards Board or any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): (ia) that subjects the Administrative Agent or any Investor Purchaser to any charge Taxes -- other than Indemnified Taxes and Excluded Taxes -- on its interest in the Receivable Interests or withholding on its Commitment or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreementother obligations, or on its deposits, reserves, other liabilities or with respect to the Receivablescapital attributable thereto, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (iib) that imposes, modifies or deems applicable any reserve, assessment, insurance or other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorthe Administrative Agent or a Purchaser, or credit extended or any commitments to extend credit by an Investor the Administrative Agent or any Purchaser pursuant to this Agreement or a Program Support Agreement any other Transaction Document, or (iiic) that imposes any other condition the result of which is to increase the cost to an Investor the Administrative Agent or any Purchaser of performing its obligations under this Agreement or a Program Support Agreementthe Transaction Documents, or to reduce the rate of return on an Investorthe Administrative Agent’s or any Purchaser’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementthe Transaction Documents, or to reduce the amount of any sum received or receivable by an Investor the Administrative Agent or any Purchaser under this Agreement or a Program Support Agreement any Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itin Receivable Interests, then, upon demand by the AgentAdministrative Agent or such Purchaser, Seller shall pay to the Agent, for the benefit of the relevant Investor, Administrative Agent or such Purchaser such amounts charged to such Investor or such Person amounts to otherwise compensate such Investor Person for such increased cost or such reduction; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act adopted on July 21, 2010 and all requests, rules, guidelines or directives thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. For the avoidance of doubt, payments under this Section 8.3 in respect of increased Taxes shall be without duplication of any Taxes payable pursuant to Section 8.5.

Increased Cost and Reduced Return. If (a) If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Investor shall be charged any feeMoney Market Loan, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Euro-Dollar Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Euro-Dollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement reflected in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If after the date hereofBy way of clarification, any Investor shall be charged any feeand not of limitation, expense or increased cost on account of Section 6.1, if the adoption of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy) or any change therein, or accounting principle, or any change in the interpretation or administration thereof by any governmental authority, central bank Governmental Authority or comparable agency Accounting Authority charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Windmill Funding Source, the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) of any such authority, central bank Governmental Authority or comparable agency or accounting board or authority Accounting Authority (a “Regulatory Change”): ) (ia) that subjects any Investor Funding Party to any charge or withholding on or in connection with respect to a Funding Agreement or this Agreement (collectively, the “Funding Documents”) or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support AgreementReceivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any Investor of the Funding Parties of any amounts payable under this Agreement or any Program Support Agreement of the Funding Documents (except for changes in the rate of tax Tax on the overall net income of an Investorsuch Funding Party), (c) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or any credit extended by an Investor pursuant this Agreement or a Program Support Agreement or by, any of the Funding Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to an Investor of performing its obligations under this Agreement or a Program Support Agreement, or to reduce reducing the rate of return on an Investorsuch Funding Party’s capital as to a consequence level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its obligations commitment under this Agreement any Funding Document or a Program Support Agreementof purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by an Investor by, or to reduce the rate of return of, any Funding Party under this Agreement any Funding Document or a Program Support Agreement or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent, the Seller shall pay to the Agent, Agent for the benefit account of the relevant Investor, Person such additional amounts charged to such Investor as will compensate the Agent or such amounts Purchaser (or, in the case of Windmill, will enable Windmill to otherwise compensate such Investor any Windmill Funding Source) for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any charge or withholding on or such requirement with respect to this Agreement or any Program Support Agreement or an Investor’s obligations which such Lender is entitled to compensation during the relevant Interest Period under this Agreement or a Program Support AgreementSection 2.13), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any treaty having the force of law), or any change in any applicable law, rule or regulation regarding capital adequacy) or (including any change thereintreaty having the force of law), or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency agency, made or accounting board adopted after the date hereof shall impose, modify or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessmentspecial deposit (including any compulsory loan), insurance charge, special deposit assessment or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any Euro-Dollar Loan, any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition, cost or expense (including any taxes, duties, levies, imposts, deductions, charges or withholdings on its Loans or participations in the foregoing, its Commitment or other obligations or its deposits, reserves or other liabilities or capital attributable thereto, but excluding (i) Taxes, as defined in Section 8.04, (ii) taxes specifically excluded from the definition of “Taxes” in Section 8.04 and (iii) taxes, duties, levies, imposts, deductions, charges and withholdings that imposes (A) are imposed on such Lender by virtue of its inclusion in any other condition category of banks or financial institutions and (B) the amount of which is not a function, in whole or in part, of the amounts of loans, participations or commitments of the institutions subject thereto or of the funding thereof or the capital required to be maintained with respect thereto) and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making, continuing, converting into or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreement, maintaining any Euro-Dollar Rate Loan or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction. Such Lender’s notice to the Borrower and the Agent shall set forth an explanation of the foregoing in reasonable detail.

Increased Cost and Reduced Return. (a) If on or after the date hereofEffective Date, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) or any Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Credit Party or a Program Support Agreement shall impose on any Credit Party or (iii) that imposes on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans or to issue Revolving Letters of Credit or to participate therein and the result of which any of the foregoing is to increase the cost to an Investor such Credit Party of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate issuing any Revolving Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement Credit or a Program Support Agreementparticipating therein, or to reduce the amount of any sum received or receivable by an Investor such Credit Party under this Agreement or a Program Support Agreement under its Note or Notes with respect thereto, by an amount deemed by such Credit Party to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Credit Party (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Credit Party such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Credit Party for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Fixed Rate Loans or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) If, on or after the date hereofhereof (the “Loan Effective Date”), any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Euro-Dollar Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the applicable Borrower(s) shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Euro-Dollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If after the date hereofany Regulatory Change, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change except for changes in the interpretation rate of tax on the overall net income of a Funding Source or administration thereof taxes excluded by any governmental authoritySection 9.1, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor Funding Source to any charge or withholding on or with respect to this Agreement or any Program Support other Funding Agreement or an Investora Funding Source’s obligations under this Agreement or a Program Support any other Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor Funding Source of any amounts payable under this Agreement or any Program Support other Funding Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Investora Funding Source, or credit extended by an Investor a Funding Source pursuant to this Agreement or a Program Support any other Funding Agreement (except the reserve requirement reflected in the LIBO Rate) or (iii) that imposes any other condition affecting this Agreement or any Funding Agreement and the result of which any of the foregoing is to increase the cost to an Investor a Funding Source of performing its obligations under this Agreement or a Program Support any other Funding Agreement, or to reduce the rate of return on an Investora Funding Source’s capital as a consequence of its obligations under this Agreement or a Program Support any other Funding Agreement, or to reduce the amount of any sum received or receivable by an Investor a Funding Source under this Agreement or a Program Support Agreement any other Funding Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, it then, upon within forty five (45) days following demand therefor by the Collateral Agent or the relevant Managing Agent, Seller shall pay to the Agentpay, for the benefit of the relevant Investoras set forth in Section 9.2(b), such amounts charged to such Investor Funding Source or such amounts to otherwise compensate such Investor Funding Source for such increased cost or such reduction.; provided, that (x) Seller shall only be liable for amounts in respect of increased costs or reduced returns for the period of up to ninety (90) days prior to the date on which such demand was made, (y) such Funding Source shall have applied consistent return metrics to other similarly situated borrowers or obligors (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased costs or reduced returns and (z) to the extent that any Funding Agreement described in this Section 9.2(a) covers facilities in addition to this Agreement, each Conduit Purchaser or Funding Source, as the case may be, shall allocate the liability for any such increased costs or reductions among Seller and other Persons with whom such Conduit Purchaser or Funding Source, as the case may be, has entered into agreements to purchase interests in or finance receivables and other financial assets (“Other Customers”), and Seller shall not be liable for any such increased costs or reductions that are attributable to any Other Customer. The term “

Increased Cost and Reduced Return. (a) If on or after the date hereofEffective Date, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Notes with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Agent), Seller the Borrowers shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of hereof the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board compliance by the Bank (or authority (whether or not part of governmentits Applicable Lending Office) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any charge or withholding on or with respect to this Agreement or any Program Support Agreement or such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes applicable EuroDollar Reserve Percentage in the rate case of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposesa EuroDollar Loan), modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, of deposits with or for the account of an Investor, or credit extended by an Investor pursuant this Agreement by, the Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on the Bank (iiior its Applicable Lending Office) that imposes or the London interbank market or other relevant market any other condition affecting its EuroDollar Loans, the Note or its ability to make EuroDollar Loans and the result of which any of the foregoing is to increase the cost to an Investor the Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any EuroDollar Loan, or to reduce the amount of any sum received or receivable by an Investor the Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under the Note, by an amount reasonably deemed by the Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon demand by provided that the AgentBank has provided the Borrower with written notice, Seller which includes a brief description of the change giving rise to such increased cost or reduction and an explanation as to how such increased cost or reduction was determined, the Borrower shall pay to the Agent, for Bank upon demand such additional amount or amounts as will compensate the benefit of the relevant Investor, such amounts charged to such Investor or such amounts to otherwise compensate such Investor Bank for such increased cost or reduction incurred by the Bank following the date of such reductionnotice.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the applicable Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Federal Reserve Board (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans or Money Market LIBOR Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any such Loans, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to the Receivablesany Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) Except with respect to the taxes which are governed solely by Section 8.05, if on or after the date hereof, in the case of any Investor shall be charged Term Loan or any feeobligation to make Term Loans, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Term Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivablesspecial deposit, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentcompulsory loan, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office), shall impose on any Bank (or (iiiits Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Term Loans, its Notes or its obligation to make Euro-Dollar Term Loans, or shall subject any Bank (or its Applicable Lending Office) to any taxes not governed by Section 8.05 on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of which any of the foregoing is to increase the cost or expense to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making, continuing, converting to or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Term Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under other Credit Document with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofof this Agreement, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, any Investor shall be charged any fee, expense or increased cost on account of Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or Euro-Currency Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15 or 2.19), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, such Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Fixed Rate Loans, its Promissory Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference be material to the amount of interests or loans held or interest received by itsuch Bank, then, upon within 15 days after written demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Competitive Bid Quote, expense or increased cost on account in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15), or changes the basis of taxation of payments special ---- deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessmentspecial deposit, requirement (including, without limitation, any insurance charge, special deposit assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, if any, or its obligation to make Euro-Dollar Loans; and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Notes, if any, with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency charged with the interpretation or accounting board administration thereof, or authority compliance by any Bank (a “Regulatory Change”): or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Competitive Bid Quote, expense or increased cost on account in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.17), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction; provided, however, that in the case of an increase referred to above resulting from the published interpretation by a governmental authority, such reductionBank shall be entitled to make demand on the Borrower in respect thereof only within 180 days of the publication of such interpretation.

Increased Cost and Reduced Return. If (a) If, after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the applicable Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans or Money Market LIBOR Loans, its Note, or its obligation to make Euro-Dollar Loans or Money Market LIBOR Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support AgreementMoney Market LIBOR Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within fifteen (15) days after demand by such Bank (with a copy to the Lead Agent), Seller which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, and provided such Bank is generally exercising rights similar to those set forth in this Section 8.3(a) against other borrowers similarly situated to the Borrower, the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Fixed Rate Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofof this Agreement, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of any related Bid Rate Quote, expense or increased cost on account in the case of any Bid Rate Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement for which such Bank is entitled to compensation for the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreement, maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after receipt by the Company of written demand by such Bank (with a copy to the Administrative Agent), Seller the Company shall pay to such Bank an amount which on an after-tax basis is necessary to maintain the Agentsame rate of return on capital that existed immediately prior thereto which such Bank reasonably determines is attributable to this Agreement, for the benefit of the relevant Investor, its Loans or its obligations to make Loans hereunder (after taking into account such amounts charged Bank's policies as to such Investor or such amounts to otherwise compensate such Investor for such increased cost or such reductioncapital adequacy).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (ii) with respect to any Euro-Dollar Loan, any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.07) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans or its obligation to make Fixed Rate Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofof this Agreement, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, any Investor shall be charged any fee, expense or increased cost on account of Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, such Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Promissory Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference be material to the amount of interests or loans held or interest received by itsuch Bank, then, upon within 15 days after written demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) If, after the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans, expense or increased cost on account of the adoption or taking effect of any applicable law, rule rule, treaty or regulation (including regulation, or any change in any applicable law, rule rule, directive, decision, treaty or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles“Change in Law”), or compliance by any Bank (or its Applicable Lending Office) with any request request, decision or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, liquidity, insurance charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including any compulsory loan requirement) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the applicable offshore interbank market any other condition condition, cost or expenses (other than Taxes) affecting its Loans, its Notes, or its obligation to make Loans or subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making, continuing, converting or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement under its Notes with respect thereto or to require any payment calculated by reference to reduce the amount of interests any sum received or loans held receivable by such Bank hereunder (whether of principal, interest or interest received otherwise), by itan amount deemed by such Bank to be material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction. For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof, regardless of the date enacted, implemented, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities or foreign regulatory authorities, in each case pursuant to Basel III shall be deemed to be such reductiona change regardless of the date adopted, issued, promulgated or implemented (each a “Regulatory Change”), provided, however, that if the applicable Bank shall have implemented changes prior to the Closing Date in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof with respect to such Bank.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) or the Issuing Lender under this Agreement or a Program Support Agreement under its Loan or to require any payment calculated Letter of Credit (or participation therein) with respect thereto, by reference to the an amount of interests or loans held or interest received deemed by itsuch Lender, then, upon within 15 days after demand by such Lender (with a copy to the Administrative Agent) or the Issuing Lender, Seller the Borrower shall pay to such Lender as the Agent, for the benefit of the relevant Investorcase may be, such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law, but if not having the force of law, the compliance with which is in accordance with the general practice of Persons to whom such request or directive is addressed) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans (in each case other than the imposition of or increase in any reserve requirements covered by the definition of "Euro-Dollar Reserve Percentage") and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction. days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.

Increased Cost and Reduced Return. (a) If the adoption on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption hereof of any applicable law, rule or regulation (including regulation, or any change on or after the date hereof in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change on or after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive made on or after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans or Letters of Credit or its obligation to make Euro-Dollar Loans or issue or participate in any Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate issuing or participating in any Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or Letters of Credit, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor Committed Loan or any obligation to make Syndicated Loans or issue or participate in any Swingline Loan or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan (in each case described in clauses (x) and (y) and subject to clause (e) below, the “Applicable Date”), any Change in Law shall be charged impose, modify or deem applicable any feereserve (including, expense or increased cost on account without limitation, any such requirement imposed by the Board of Governors of the adoption of any applicable lawFederal Reserve System), rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreement, maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by the Agent, Seller shall pay such Lender (with a copy to the Administrative Agent), for the benefit of the relevant InvestorCompany shall pay, or shall cause another Borrower to pay, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reductionreduction (other than any increased cost or reduction attributable to any tax, which shall be governed exclusively by Section 8.03(b) or Section 8.04, as applicable).

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofof this Agreement, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of any related Bid Rate Quote, expense or increased cost on account in the case of any Bid Rate Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction; PROVIDED that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction; provided that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) or any Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Credit Party or a Program Support Agreement shall impose on any Credit Party or (iii) that imposes on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans or to issue Revolving Letters of Credit or to participate therein and the result of which any of the foregoing is to increase the cost to an Investor such Credit Party of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate issuing any Revolving Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement Credit or a Program Support Agreementparticipating therein, or to reduce the amount of any sum received or receivable by an Investor such Credit Party under this Agreement or a Program Support Agreement under its Note or Notes with respect thereto, by an amount deemed by such Credit Party to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Credit Party (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Credit Party such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Credit Party for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote (in each case, the "Loan Effective Date"), in the case of any Investor shall be charged any feeMoney Market Loan, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank's Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Euro-Dollar Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Euro-Dollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (iA) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (B) with respect to the Receivablesany Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) If, on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Federal Reserve Board (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect Euro-Dollar Loan any such requirement to the Receivablesextent reflected in an applicable Euro-Dollar Reserve Percentage)), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank’s Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Euro-Dollar Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Euro-Dollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.16), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “"Regulatory Change”): ") shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to the Receivablesany Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereofof this Amended Agreement, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Fixed Rate Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) or any Revolving Fronting Bank or any Drax LOC Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank and any Drax LOC Fronting Bank being referred to in this Section 8.03 as a "Credit Party") with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Credit Party or a Program Support Agreement shall impose on any Credit Party or (iii) that imposes on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, the Drax Letter of Credit or its participation therein or its obligation to make Euro-Dollar Loans or to issue Revolving Letters of Credit, the Drax Letter of Credit or to participate therein and the result of which any of the foregoing is to increase the cost to an Investor such Credit 109 Party of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate issuing any Revolving Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement Credit or a Program Support Agreementparticipating therein, or to reduce the amount of any sum received or receivable by an Investor such Credit Party under this Agreement or a Program Support Agreement under its Note or Notes with respect thereto, by an amount deemed by such Credit Party to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Credit Party (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Credit Party such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Credit Party for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to the Receivablesany Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or Euro-Dollar Loan any such requirement with respect to which such Lender is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.14), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, such Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note(s) or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note(s) with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Administrative Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency charged with the interpretation or accounting board administration thereof, or authority compliance by any Bank (a “Regulatory Change”): or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) If, on or after the date hereofOriginal Closing Date, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Federal Reserve Board (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Eurodollar Rate Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Loan, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement under its Notes with respect thereto (including if any such adoption, change or change in interpretation subjects any Lender to require any payment calculated by reference taxes that increase such cost to, or reduce such amount received or receivable by, such Lender (other than (i) Taxes, but only to the extent such Taxes are imposed on or with respect to a payment hereunder, and (ii) taxes described in Sections 11.4(a)(I)(i) through (iv)) by an amount of interests or loans held or interest received deemed by itsuch Lender to be material, then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative Agent, Seller shall pay to the Agent, for the benefit of the relevant InvestorCollateral Agent and DBRS), such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or reduction shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such reductionamounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to the Borrower.

Increased Cost and Reduced Return. If (a) If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of the related Money Market Quote, in the case of any Investor shall be charged any feeMoney Market Loan, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or EuroDollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank's EuroDollar Loans, its Note, or its obligation to make EuroDollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Euro-Dollar Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Euro-Dollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank 114 generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make a Committed Loan or (y) the date of the related Competitive Bid Request, expense or increased cost on account in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to this Agreement any Euro-Currency Loan or Competitive LIBOR Loan any Program Support Agreement or such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note (if applicable), its portion of the Letters of Credit, its obligation to issue Letters of Credit or its obligation to make Fixed Rate Loans (collectively, its `Covered Credits') and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) (excluding any Taxes, Other Taxes and Excluded Taxes (as each such term is defined in Section 8.04)) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Covered Credit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note (if applicable) with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent) accompanied by a certificate setting forth in reasonable detail its calculation of such increased cost or reduction, Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Competitive Bid Quote, expense or increased cost on account in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any Investor shall be charged Loan or any feeobligation to make Loans, expense or increased cost on account of the adoption of any applicable law, rule rule, regulation or regulation (including guideline, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): (i) that subjects shall impose, modify or deem applicable any Investor to reserve (including, without limitation, any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by, any Bank (or its Applicable Lending Office) or (ii) shall subject any Bank to any Taxes (other than Indemnified Taxes covered by an Investor pursuant this Agreement Section 8.4 and changes in the rate of tax on the overall net income of such Bank) on its loans, loan principal, letters of credit, commitments, or a Program Support Agreement other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) that imposes shall impose on any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loans, any of its Notes or its obligation to make Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under any of its Notes with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction. Notwithstanding anything in this Agreement to the contrary, for all purposes of this subsection (a), (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to “Basel III”, are each deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreement, or to 39 reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (the terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.01, the holding company of any Issuing Bank) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank or a Program Support Agreement or (iii) that imposes shall impose on any Bank any other condition (other than in respect of Taxes or Other Taxes) affecting obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank of performing its obligations under this Agreement issuing or a Program Support Agreement, or to reduce the rate participating in any Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank under this Agreement or a Program Support Agreement or with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller each Borrower shall pay to the Agent, for the benefit such Bank its Appropriate Share of the relevant Investor, such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction; provided that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrowers of its intention to demand compensation therefor under this Section 8.01(a).

Increased Cost and Reduced Return. If (a)If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Competitive Bid Quote, expense or increased cost on account in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.17), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Lending Office) or any Fronting Bank (any Bank (or its Applicable Lending Office) and any Fronting Bank being referred to in this Section 8.03 as a “ Credit Party ”) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Credit Party or a Program Support Agreement shall impose on any of the Administrative Agent, any Fronting Bank, or (iii) that imposes any Credit-Linked Deposit, the Credit-Liked Deposit Account or any Credit-Linked Sub Account or on the London interbank market any other condition affecting its Loans, its Note or Notes, Letter of Credit or any Credit-Linked Deposit, the Credit-Linked Deposit Account or any Credit-Linked Sub Account, or its obligation to make Loans or to issue Letters of Credit or to participate therein and the result of which any of the foregoing is to increase the cost to an Investor such Credit Party of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Loan or to reduce the rate issuing any Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement Credit or a Program Support Agreementparticipating therein, or to reduce the amount of any sum received or receivable by an Investor such Credit Party under this Agreement or a Program Support Agreement under its Note or Notes with respect thereto, by an amount deemed by such Credit Party to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Credit Party (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Credit Party such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Credit Party for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any charge or withholding on or such requirement with respect to this Agreement or any Program Support Agreement or an Investor’s obligations which such Bank is entitled to compensation for the relevant Interest Period under this Agreement or a Program Support AgreementSection 2.11), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans or its Note and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. If (a) If, on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Federal Reserve Board, special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Eurodollar Rate Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Loan, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a Program Support Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by ithereunder, then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit (y) Taxes described in clauses (ii) through (iv) of the relevant Investordefinition of ““Excluded Taxes”” and (z) Connection Income Taxes), such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.reduction shall constitute ““

Increased Cost and Reduced Return. If (a) If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, any Investor shall be charged any fee, expense or increased cost on account (y) the date of the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption or phase in of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule rule, directive, guideline, decision, or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation interpretation, re-interpretation, application, or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System (i) that subjects any Investor to any charge or withholding on or but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement reflected in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage)), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting such Bank’s Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect to require any payment calculated such Euro-Dollar Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Agent, for the benefit of the relevant Investor, Euro-Dollar Loans made by such amounts charged to such Investor or such amounts to otherwise Bank hereunder) as will compensate such Investor Bank for such increased cost or reduction to the extent such reductionBank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.15, or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) or any Fronting Bank (any Bank (or its Applicable Lending Office) and any Fronting Bank being referred to in this Section 8.03 as a "Credit Party") with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Credit Party or a Program Support Agreement shall impose on any Credit Party or (iii) that imposes on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Letters of Credit or its participation therein or its obligation to make Euro-Dollar Loans or to issue Letters of Credit or to participate therein and the result of which any of the foregoing is to increase the cost to an Investor such Credit Party of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro- Dollar Loan or to reduce the rate issuing any Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement Credit or a Program Support Agreementparticipating therein, or to reduce the amount of any sum received or receivable by an Investor such Credit Party under this Agreement or a Program Support Agreement under its Note or Notes with respect thereto, by an amount deemed by such Credit Party to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Credit Party (with a copy to the Agent), Seller AES shall pay to the Agent, for the benefit of the relevant Investor, such Credit Party such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Credit Party for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or accounting board or authority (a “Regulatory Change”): Change In Law (i) that subjects any Investor to any charge shall impose, modify or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro‑Dollar Loan any such requirement included in an applicable Euro‑Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) that imposes shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an Investor of performing its obligations under this Agreement adoption or a Program Support Agreementchange with respect to taxes, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementany Loan), or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or reduction; provided that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this ‎Section 8.03(a).

Increased Cost and Reduced Return. (a) If after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of hereof the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any accounting board Bank (or authority (whether or not part of governmentits Applicable Lending Office) which is responsible for the establishment or interpretation of national or international accounting principles, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any charge or withholding on or with respect to this Agreement or any Program Support Agreement or such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes applicable EuroDollar Reserve Percentage in the rate case of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposesa EuroDollar Loan), modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, of deposits with or for the account of an Investor, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market or other relevant market any other condition affecting its EuroDollar Loans, its Note or its obligation to make EuroDollar Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any EuroDollar Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount reasonably deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand, which demand shall include a brief description of the change giving rise to such increased cost or reduction and an explanation as to how such increased cost or reduction was determined, by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) February 20, 1998, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date hereofof the related Money Market Quote, in the case of any Investor shall be charged any feeMoney Market Loan, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to the Receivablesany Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or Letter of Credit or any feeobligation to make Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, expense or increased cost on account in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive after such date (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to the Receivablesany Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Fixed Rate Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, any Investor shall be charged any fee, expense or increased cost on account of Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.14 or 2.19), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, such Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Promissory Note or its obligation to make Euro-Dollar Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference be material to the amount of interests or loans held or interest received by itsuch Bank, then, upon within 15 days after written demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the --------------------------------- date hereofof this Agreement, in the case of any Investor shall be charged Loan or Facility LC or any feeobligation to make Loans or issue or maintain Facility LCs, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) or any LC Issuer with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or any LC Issuer or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or any LC Issuer or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its Note, any Facility LC Application, any Facility LCs, its obligation to make Euro-Dollar Loans or its obligation to issue or to participate in Facility LCs and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) or such LC Issuer of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support AgreementFacility LC, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) or such LC Issuer under this Agreement or a Program Support Agreement under its Note with respect thereto, by an amount deemed by such Bank or such LC Issuer to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank or such LC Issuer (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such amounts charged to such Investor Bank or such LC Issuer such additional amount or amounts to otherwise as will compensate such Investor Bank or such LC Issuer for such increased cost or reduction; provided that no such reductionamount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank or such LC Issuer first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a) unless such increased cost or reduction is imposed on such Bank or such LC Issuer on a retroactive basis.

Increased Cost and Reduced Return. (a) If on or after the date hereof, any Investor shall be charged any fee, expense or increased cost on account of hereof the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.13), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. SECTION 8.04.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or any feeobligation to make Committed Loans or (y) the date of the related Money Market Quote, expense or increased cost on account in the case 45 50 of any Money Market Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or CD Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreement, or on or applicable Domestic Reserve Percentage and (ii) with respect to the Receivablesany Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or changes the basis of taxation of payments special deposit, insurance assessment (excluding, with respect to any Investor of CD Loan, any amounts payable under this Agreement or any Program Support Agreement (except for changes such requirement reflected in the rate of tax on the overall net income of an Investorapplicable Assessment Rate) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, or to reduce the rate of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support Agreementmaintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any Investor shall be charged Loan or any feeobligation to make Loans or in the case of any Letter of Credit or any obligation to issue, expense renew or increased cost on account extend any Letter of Credit, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar Credit Agreement requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or maintaining any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under other Credit Document with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the case of any Investor shall be charged Committed Loan or Letter of Credit or any feeobligation to make Committed Loans or issue or participate in any Letter of Credit or (y) the date of any related Competitive Bid Quote, expense or increased cost on account in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or Euro-Currency Loan any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.17), or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Fixed Rate Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereofEffective Date, any Investor shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority (a “Regulatory Change”): (i) that subjects any Investor to any charge or withholding on or with respect to this Agreement or any Program Support Agreement or an Investor’s obligations under this Agreement or a Program Support Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Lender (or a Program Support Agreement its Applicable Lending Office) or shall impose on any Lender (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans or its obligations hereunder with respect to Letters of Credit and the result of which any of the foregoing is to increase the cost to an Investor such Lender (or its Applicable Lending Office) of performing its obligations under this Agreement making or a Program Support Agreement, maintaining any Euro-Dollar Loan or to reduce the rate of return on an Investor’s capital as a consequence issuing or participating in any Letter of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Lender (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under its Notes with respect thereto, by an amount deemed by such Lender to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Agent), Seller the Borrower shall pay to the Agent, for the benefit of the relevant Investor, such Lender such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Lender for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) If on or after the date hereof, in the case of any Investor shall be charged Loan or any feeobligation to make Loans or in the case of any Letter of Credit or any obligation to issue, expense participate in or increased cost on account extend any Letter of Credit, the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy) or any change thereinregulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principlesthereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or accounting board or authority deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Investor to any charge or withholding on or such requirement imposed by the Board, but excluding with respect to this Agreement or any Program Support Agreement or Euro-Dollar Loan any such requirement included in an Investor’s obligations under this Agreement or a Program Support Agreementapplicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivablesspecial deposit, or changes the basis of taxation of payments to any Investor of any amounts payable under this Agreement or any Program Support Agreement (except for changes in the rate of tax on the overall net income of an Investor) or taxes excluded by Section 6.01 or (ii) that imposes, modifies or deems applicable any reserve, assessmentcompulsory loan, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of an Investorof, or credit extended by an Investor pursuant this Agreement by, any Bank (or a Program Support Agreement its Applicable Lending Office) (except any Tax), shall impose on any Bank (or (iiiits Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject any Bank (or its Applicable Lending Office) to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of which any of the foregoing is to increase the cost or expense to an Investor such Bank (or its Applicable Lending Office) of performing its obligations under this Agreement making, continuing, converting to or a Program Support Agreementmaintaining any Euro-Dollar Loan or of issuing, participating in or to reduce the rate maintaining any Letter of return on an Investor’s capital as a consequence of its obligations under this Agreement or a Program Support AgreementCredit, or to reduce the amount of any sum received or receivable by an Investor such Bank (or its Applicable Lending Office) under this Agreement or a Program Support Agreement or under other Credit Document with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller the Company shall pay to the Agent, for the benefit of the relevant Investor, such Bank such additional amount or amounts charged to such Investor or such amounts to otherwise as will compensate such Investor Bank for such increased cost or such reduction.