Common use of Increased Loan Costs, etc Clause in Contracts

Increased Loan Costs, etc. (a) If, after the date hereof, a change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrower, or the compliance by any Lender or the Funding Entity with any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other authority, including any agency of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shall: (i) subject any Lender or the Funding Entity to any tax with respect to its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); or (ii) change the basis of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income of such Lender or the Funding Entity, as the case may be) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, the other Finance Documents and/or the Funding Agreement, as applicable; or (iii) impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicable, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; and

Increased Loan Costs, etc. (a) If, after the date hereof, a change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrower, or the compliance by any Lender or the Funding Entity with any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other authority, including any agency of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shall: (i) subject any Lender or the Funding Entity to any tax with respect to its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); or (ii) change the basis of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income of such Lender or the Funding Entity, as the case may be) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, the other Finance Documents and/or the Funding Agreement, as applicable; or (iii) impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicable, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; and (III) in any such case, the Borrower shall forthwith upon such demand pay to the Facility Agent for the account of such Lender or the Funding Entity, as the case may be, such amount as is necessary to compensate such Lender or the Funding Entity for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. (b) Any notice provided pursuant to paragraph (a)(I) or (II) above shall (i) describe in reasonable detail the event leading to such additional cost, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such additional cost and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.5 (

Increased Loan Costs, etc. (a) If, after the date hereof, a change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrower, or the compliance by any Lender or the Funding Entity with any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other authority, including any agency of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shall: (i) subject any Lender or the Funding Entity to any tax with respect to its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 6.7 (Taxes), withholding taxes); or (ii) change the basis of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income of such Lender or the Funding Entity, as the case may beLender) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, Agreement and/or the other Finance Documents and/or the Funding AgreementDocuments, as applicable; or (iii) impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 6.6 (Increased Capital Costs) and the reserve costs described in Clause 6.9 6.8 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable)thereof, (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicablehereunder, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicableLender: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event;; and (II) solely with respect the Borrower shall forthwith upon such demand pay to the Funding Entity, the Facility Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. (b) Any notice provided pursuant to paragraph (a)(I) above shall notify (i) describe in reasonable detail the Borrower event leading to such additional cost, together with the approximate date of the occurrence effectiveness thereof and (ii) set forth the amount of such event; andadditional cost. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Clause 6.4 (

Increased Loan Costs, etc. If by reason of (a) If, any change in Applicable Law after the date hereof, a Effective Date or any change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrowerby any judicial or regulatory authority of any Applicable Law, or the or (b) compliance by any the Lender or the Funding Entity with any applicable direction, request, request or requirement or guideline (whether or not having the force of law) of any governmental or other authorityGovernmental Agency, including any agency Regulation D of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shallF.R.S. Board: (i) the Lender shall be subject any Lender or the Funding Entity to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to its participation in the any payment due under any LIBO Rate Loan or any part thereof other amounts due under this Agreement, whether directly or by such being imposed on or suffered by the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); orLender; (ii) change the basis any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income Letters of such Lender or the Funding Entity, as the case may be) of payments of principal or interest Credit issued by an Issuer or any other payment due extensions of credit or to become due pursuant to this Agreementother assets of, or any deposits with or other liabilities of, the Lender or Loans made by the Lender, or against any other Finance Documents and/or funds, obligations or other property owned or held by the Funding Agreement, as applicableLender and the Lender actually incurs such additional costs; or (iii) imposethere shall be imposed on the Lender any other condition affecting this Agreement (or any of such extensions of credit or liabilities), modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described result of the foregoing is directly or indirectly to increase the cost to the Lender of making, continuing or the Issuer of issuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans, any Letter of Credit or to reduce any amount receivable in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect respect thereof by the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under Issuer, then and in any such case the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that Issuer may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall pay on demand such amounts as the Lender or the Funding EntityIssuer may specify to be necessary to compensate the Lender or the Issuer for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Alternate Reference Rate plus the Applicable Margin plus three percent (3%) per annum. The determination by the Lender or the Issuer, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, unless prohibited by lawin the absence of manifest error, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment be final and conclusive and binding on all of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicable, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; andparties hereto.

Increased Loan Costs, etc. If by reason of (a) If, after the date hereof, a any change in Applicable Law or any applicable treaty, law, regulation or regulatory requirement or change in the interpretation thereof or in its application to the Borrowerby any judicial or regulatory authority of any Applicable Law, or the or (b) compliance by any Lender or the Funding Entity with any applicable direction, request, request or requirement or guideline (whether or not having the force of law) of any governmental or other authorityGovernmental Agency, including any agency Regulation D of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shallF.R.S. Board: (i) subject any Lender or the Funding Entity shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to its participation in the any payment due under any LIBO Rate Loan or any part thereof other amounts due under this Agreement, whether directly or the refinancing under the Funding Agreement by such being imposed on or any part thereof (as applicable) imposed, levied, collected, withheld or assessed suffered by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); orLender; (ii) change the basis any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of taxation to any extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender or the Funding Entity (Loans made by such Lender, or against any other than a change in taxation on the overall net income of funds, obligations or other property owned or held by such Lender or the Funding Entity, as the case may be) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, the other Finance Documents and/or the Funding Agreement, as applicableand such Lender actually incurs such additional costs; or (iii) impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity there shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (iv) impose be imposed on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding this Agreement (as applicable) or any part thereofof such extensions of credit or liabilities), and the result of any of the foregoing is either (A) directly or indirectly to increase the cost to such Lender of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans, or to reduce any amount receivable in respect thereof by such Lender, then and in any such case such Lender may, at any time after the additional cost is incurred or the Funding Entity of making amount received is reduced, notify the Borrowers thereof, and the Borrowers shall pay on demand such amounts as such Lender may specify to be necessary to compensate such Lender for such additional cost or maintaining its participation reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Loan or any part thereof or Alternate Base Rate plus the refinancing under the Funding Agreement or any part thereof (as applicable)Applicable Margin, (B) to reduce the amount of any payment received plus 3% per annum. The determination by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on of any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreementdue pursuant to this Section, as applicableset forth in a statement setting forth the calculation thereof in reasonable detail, thenshall, in any such casethe absence of manifest error, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower be final and conclusive and binding on all of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; andparties hereto.

Increased Loan Costs, etc. (a) If, after the date hereof, If a change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrower, or the if compliance by any the Lender or the Funding Entity with any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other authority, including any agency of the European Union or similar monetary or multinational authority, authority insofar as it may be changed or imposed after the date hereof, shall: (ia) subject any the Lender or the Funding Entity to any tax taxes, levies, duties, charges, fees, deductions or withholdings of any nature with respect to its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes)SECTION 4.6, withholding taxes); or (iib) change the basis of taxation to any the Lender or the Funding Entity (other than a change in taxation on the overall net income of such Lender or the Funding Entity, as the case may beLender) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, the other Finance Documents and/or the Funding Agreement, as applicable; or (iiic) impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a the Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such the Lender or (PROVIDED that the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (ivd) impose on any the Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (Ai) to increase the cost to such the Lender or the Funding Entity of making available the Loan or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable)thereof, (Bii) to reduce the amount of any payment received by such the Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (Ciii) to cause such the Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such the Lender hereunder or the Funding Entity under the Funding Agreementhereunder, as applicable, then, then and in any such case, case if such increase or reduction in the opinion of such the Lender or the Funding Entity, as the case may be, materially affects the interests of such the Lender, (A) the Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; event and use reasonable efforts to avoid the effects of such law, regulation or regulatory requirement or any change therein or in the interpretation thereof and, in particular, shall consider, subject to obtaining any necessary consents, fulfilling its obligations through another office or transferring the Loan to one or more of its Affiliates or other financial institutions not affected by such law, regulation or regulatory requirement and (B) the Borrower shall forthwith upon demand pay to the Lender such amount as is necessary to compensate the Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail the event leading to such additional cost, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such additional cost, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the Lender's standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general application to the commercial banking industry in the Lender's jurisdiction of organization or in the relevant jurisdiction in which the Lender does business. Notwithstanding the foregoing, the Borrower shall not be obligated to reimburse the Lender for any additional cost under this SECTION 4.3 arising prior to 60 days preceding the date of request unless the applicable law or regulation is expressly imposed retroactively, in which case such notice shall be provided to the Borrower not later than 90 days after the date that the Lender reasonably should have learned of such law or regulation (and in such case the Borrower's obligation to pay additional amounts to the Lender under this Section for periods prior to such 60-day period is conditioned on the giving of such timely notice).

Increased Loan Costs, etc. (a) If, after the date hereof, a change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrower, or the compliance by any Lender or the Funding Entity with any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other authority, including any agency of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shall: (i) subject any Lender or the Funding Entity to any tax with respect to its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); or (ii) change the basis of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income of such Lender or the Funding Entity, as the case may be) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, the other Finance Documents and/or the Funding Agreement, as applicable; or (iii) impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof (including the Deferred Tranches) or the refinancing under the Funding Agreement or any part thereof (as applicable), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicable, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; and (III) in any such case, the Borrower shall forthwith upon such demand pay to the Facility Agent for the account of such Lender or the Funding Entity, as the case may be, such amount as is necessary to compensate such Lender or the Funding Entity for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. (b) Any notice provided pursuant to paragraph (a)(I) or (II) above shall (i) describe in reasonable detail the event leading to such additional cost, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such additional cost and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.5 (

Increased Loan Costs, etc. (a) If, after the date hereof, a change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrower, or the compliance by any Lender or the Funding Entity with any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other authority, including any agency of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shall: (i) subject any Lender or the Funding Entity to any tax with respect to its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 6.7 (Taxes), withholding taxes); or (ii) change the basis of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income of such Lender or the Funding Entity, as the case may beLender) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, Agreement and/or the other Finance Documents and/or the Funding AgreementDocuments, as applicable; or (iii) impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 6.6 (Increased Capital Costs) and the reserve costs described in Clause 6.9 6.8 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or (including the refinancing under the Funding Agreement or any part thereof (as applicableDeferred Tranches), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicablehereunder, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicableLender: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event;; and (II) solely with respect the Borrower shall forthwith upon such demand pay to the Funding Entity, the Facility Agent for the account of such Lender such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment. (b) Any notice provided pursuant to paragraph (a)(I) above shall notify (i) describe in reasonable detail the Borrower event leading to such additional cost, together with the approximate date of the occurrence effectiveness thereof and (ii) set forth the amount of such event; andadditional cost. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Clause 6.4 (

Increased Loan Costs, etc. If by reason of 37 Credit Agrmt (a) If, any change in Applicable Law after the date hereof, a Effective Date or any change in any applicable treaty, law, regulation or regulatory requirement or after the Effective Date in the interpretation thereof or in its application to the Borrowerby any judicial or regulatory authority of any Applicable Law, or the or (b) compliance by any Lender or the Funding Entity with any applicable direction, requestrequest or requirement, requirement or guideline (whether or not having the force of law) , of any governmental or other authorityGovernment Agency, including any agency Regulation D of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shallF.R.S. Board: (i) subject any Lender or the Funding Entity shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to its participation in the any payment due under any LIBO Rate Loan or any part thereof other amounts due under this Agreement, whether directly or the refinancing under the Funding Agreement by such being imposed on or any part thereof (as applicable) imposed, levied, collected, withheld or assessed suffered by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); orLender; (ii) change the basis any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of taxation to extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender or the Funding Entity (other than a change in taxation on the overall net income of Loans made by such Lender or the Funding Entity, as the case may be) of payments of principal or interest or against any other payment due funds, obligations or to become due pursuant to this Agreementother property owned or held by, the other Finance Documents and/or the Funding Agreement, as applicablesuch Lender and such Lender actually incurs such additional costs; or (iii) imposethere shall be imposed on any Lender any other condition affecting this Agreement (or any of such extensions of credit or liabilities), modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described result of the foregoing is directly or indirectly to increase the cost to such Lender of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as LIBO Rate Loans, or to reduce any amount receivable in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect respect thereof by such Lender, then and in any such case such Lender may, at any time after the manner in which a Lender additional cost is incurred or the Funding Entity amount received is reduced, notify the Borrower and the Administrative Agent thereof, and the Borrower shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, pay on demand such amounts as such Lender or the Funding Entity (provided that may specify to be necessary to compensate such Lender for such additional cost or the Funding Entityreduced receipt. The determination by such Lender, as the case may be, shall, unless prohibited by law, allocate its capital resources of any amount due pursuant to its obligations hereunder or under the Funding Agreementthis Section, as applicable, set forth in a manner which is consistent with its present treatment statement setting forth the calculation thereof in reasonable detail, shall in the absence of manifest error, be final and conclusive and binding on all of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicable, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; andparties hereto.

Increased Loan Costs, etc. If by reason of (a) If, after the date hereof, a any change in Applicable Law or any applicable treaty, law, regulation or regulatory requirement or change in the interpretation thereof or in its application to the Borrowerby any judicial or regulatory authority of any Applicable Law, or the or (b) compliance by any the Lender or the Funding Entity with any applicable direction, request, request or requirement or guideline (whether or not having the force of law) of any governmental or other authorityGovernmental Agency, including any agency Regulation D of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shallF.R.S. Board: (i) the Lender shall be subject any Lender or the Funding Entity to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to its participation in the any payment due under any LIBO Rate Loan or any part thereof other amounts due under this Agreement, whether directly or by such being imposed on or suffered by the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); orLender; (ii) change any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of any extensions of credit or other assets of, or any deposits with or other liabilities of, the basis of taxation to any Lender or Loans made by the Funding Entity (other than a change in taxation on the overall net income of such Lender Lender, or the Funding Entity, as the case may be) of payments of principal or interest or against any other payment due funds, obligations or to become due pursuant to this Agreement, other property owned or held by the other Finance Documents and/or Lender and the Funding Agreement, as applicableLender actually incurs such additional costs; or (iii) impose, modify or deem applicable any reserve or capital adequacy requirements (other than there shall be imposed on the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding this Agreement (as applicable) or any part thereofof such extensions of credit or liabilities), and the result of any of the foregoing is either (A) directly or indirectly to increase the cost to such the Lender or the Funding Entity of making making, continuing or maintaining (or of its participation in the Loan obligation to make, continue or maintain) any part thereof Loans as, or the refinancing under the Funding Agreement of converting (or of its obligation to convert) any part thereof (as applicable)Loans into, (B) LIBO Rate Loans, or to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable in respect thereof by such Lender hereunder or the Funding Entity under the Funding AgreementLender, as applicable, then, then and in any such casecase the Lender may, if at any time after the additional cost is incurred or the amount received is reduced, notify the Borrowers thereof, and the Borrowers shall pay on demand such increase amounts as the Lender may specify to be necessary to compensate the Lender for such additional cost or reduction reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Alternate Base Rate plus 3% per annum. The determination by the Lender of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, in the opinion absence of such Lender or the Funding Entitymanifest error, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower be final and conclusive and binding on all of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; andparties hereto.

Increased Loan Costs, etc. If by reason of (a) If, any change in Applicable Law after the date hereof, a Effective Date or any change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrowerby any judicial or regulatory authority of any Applicable Law, or the or (b) compliance by any the Lender or the Funding Entity with any applicable direction, request, request or requirement or guideline (whether or not having the force of law) of any governmental or other authorityGovernmental Agency, including any agency Regulation D of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shallF.R.S. Board: (i) the Lender shall be subject any Lender or the Funding Entity to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to its participation in the any payment due under any LIBO Rate Loan or any part thereof other amounts due under this Agreement, whether directly or by such being imposed on or suffered by the refinancing under the Funding Agreement or any part thereof (as applicable) imposed, levied, collected, withheld or assessed by any jurisdiction or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes are described in Clause 6.8 (Taxes), withholding taxes); orLender; (ii) change the basis any reserve, deposit or similar requirement is or shall be applicable, increased, imposed or modified in respect of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income Letters of such Lender or the Funding Entity, as the case may be) of payments of principal or interest Credit issued by an Issuer or any other payment due extensions of credit or to become due pursuant to this Agreementother assets of, or any deposits with or other liabilities of, the Lender or Loans made by the Lender, or against any other Finance Documents and/or funds, obligations or other property owned or held by the Funding Agreement, as applicableLender and the Lender actually incurs such additional costs; or (iii) imposethere shall be imposed on the Lender any other condition affecting this Agreement (or any of such extensions of credit or liabilities), modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 (Increased Capital Costs) and the reserve costs described result of the foregoing is directly or indirectly to increase the cost to the Lender of making, continuing or the Issuer of issuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans, any Letter of Credit or to reduce any amount receivable in Clause 6.9 (Reserve Costs)) or other banking or monetary controls or requirements which affect respect thereof by the manner in which a Lender or the Funding Entity Issuer, then and in any such case the Lender may, at any time after the additional cost is incurred or the amount received is reduced, notify the Borrower thereof, and the Borrower shall allocate its capital resources to its obligations hereunder or under pay on demand such amounts as the Funding Agreement or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, such Lender or the Funding Entity (provided that such Issuer may specify to be necessary to compensate the Lender or the Funding EntityIssuer for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Alternate Base Rate plus three percent (3%) per annum. The determination by the Lender or the Issuer, as the case may be, of any amount due pursuant to this Section, as set forth in a statement setting forth the calculation thereof in reasonable detail, shall, unless prohibited by lawin the absence of manifest error, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment be final and conclusive and binding on all of the allocation of its capital resources); or (iv) impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof, and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicable, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable: (I) solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event; (II) solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; andparties hereto.