Common use of Increased Costs and Reduction of Return Clause in Contracts

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines thatIf, due to either (i) the introduction of after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by that Lender any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) not in effect prior to the date hereof, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, Loans then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to delivered through the Administrative Agent), pay to the Administrative Agent for the account of such Lender, Bank additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender any Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Lender's Bank’s or such corporation's ’s commercially reasonable policies with respect to capital adequacy and such Lender's Bank’s or such corporation’s desired return on capital) that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon written demand of such Lender Bank to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the LenderAgent for the account of such Bank, from time to time as specified by the LenderBank or such controlling corporation, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating Loans (in Letters of Crediteach case, orother than Taxes, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Creditwhich shall be governed exclusively by Section 5.1), then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the Closing Date or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Revolving Loans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the Closing Date, (ii) any change in any Capital Adequacy RegulationRegulation after the Closing Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation after the Closing Date by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitmentslending commitment, loans, credits or obligations under this Agreement, Agreement then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in either case after the Original Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or BA Equivalent Rate Loan or participating in Letters of Credit, or, in the case of the Issuing L/C Lender, any increase in the cost to the Issuing L/C Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then US Borrower (subject to the Company limitations herein) and each Applicable Borrower shall be liable for, and shall from time to time, upon demand (with which demand shall contain a reasonably detailed calculation of any relevant costs and shall be conclusive and binding in the absence of manifest error, and a copy of such demand to thereof shall be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, however, that (i) CH Borrower shall be liable only for those additional amounts relating to the Obligations of CH Borrower and each CH Foreign Subsidiary, (ii) UK Borrower shall be liable only for those additional amounts relating to the Obligations of UK Borrower, (iii) Canadian Borrower shall be liable only for those additional amounts relating to Obligations of Canadian Borrower, and (iv) US Borrower shall not be responsible for any additional amounts relating to the Obligations of UK Borrower. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, in each case after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits or obligations under this Agreement, then, upon demand of such Lender to US Borrower or the Company Applicable Borrower through the Administrative Applicable Agent, US Borrower (subject to the Company limitations herein) and each Applicable Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts reasonably sufficient to compensate the such Lender (or such corporation) for such increase; provided, however, that (i) CH Borrower shall be liable only for those additional amounts relating to the Obligations of CH Borrower and each CH Foreign Subsidiary, (ii) UK Borrower shall be liable only for those additional amounts relating to the Obligations of UK Borrower, (iii) Canadian Borrower shall be liable only for those additional amounts relating to Obligations of Canadian Borrower, and (iv) US Borrower shall not be responsible for any additional amounts relating to the Obligations of UK Borrower. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on each Applicable Borrower. In determining such amount or amounts, such Lender may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. (c) Nothing in this Section 4.3 shall obligate any Loan Party to make any payments with respect to Taxes of any sort, indemnification for which is governed by Section 4.1.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any law or regulation Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, loansLoans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's entities’ policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporationthe entity controlling the Lender) for such increase; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the amounts and of such Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBO Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBO Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation Affiliate controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation Affiliate controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's Affiliate’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, converting to, continuing or maintaining any Offshore Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in Letters any Letter of Credit, or, in the case of the any Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentsCommitment, loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (other than any law or regulation relating to Taxes which shall be governed by Section 5.1) or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case, after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan LIBOR Loans or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditBA Equivalent Loans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of or compliance with any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, in each case, after the later of the Agreement Date or (iv) compliance by the date such Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulationbecame a party to this Agreement, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers’ Agent through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation regulation, or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided, however, that (x) this subsection 3.03(a) shall not apply to matters covered by Section 3.01 and (y) any increase, subsequent to the date a Bank (or the Agent) became a party to this Agreement, in the rate or basis of computation of any tax imposed on or measured by its net income by the jurisdiction (or any political subdivisions thereof) under the laws of which such Bank or the Agent, as the case may be, is organized or maintains a lending office shall not result in increased costs for purposes of this subsection 3.03(a). (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction after the date hereof of or any change after the date hereof in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters Loans, then such Bank shall promptly give notice to the Borrower's Designee and the Borrower shall pay to such Bank, within 15 days of Creditreceipt of the notice referred to above, or, such additional amounts (in the case form of the Issuing Lenderan increased rate of, any increase or a different method of calculating, interest or otherwise as such Bank in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company its sole discretion shall determine) as shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient required to compensate such Lender Bank for such increased costscosts or reductions in amounts received or receivable hereunder. To the extent the notice required by the preceding sentence and relating to the costs arising under this Section 4.3 is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this Section 4.3, such Bank shall not be entitled to compensation under this Section 4.3 for any amounts incurred or accrued prior to the giving of such notice to the Borrower's Designee. (b) If any Lender Bank shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, or (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, thenthe Borrower agrees to pay such Bank, within 15 days of the receipt of the notice referred to below, such additional amounts as shall be required to compensate such Bank for the increased cost to such Bank as a result of such increase of capital. In determining such additional amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation under this subsection 4.3(b) shall, absent manifest error, be final and conclusive and binding on all parties hereto. Each Bank, upon demand determining that additional amounts will be payable pursuant to this subsection 4.3(b), will give prompt written notice thereof to the Borrower's Designee, although the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this subsection 4.3(b). To the extent the notice required by the immediately preceding sentence is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this subsection 4.3(b), such Bank shall not be entitled to compensation under this subsection 4.3(b) for any amounts incurred or accrued prior to the giving of such Lender notice to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increaseBorrower's Designee.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit, or, in the case of the an Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBO Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBO Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation Affiliate controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation Affiliate controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's Affiliate’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) further determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender shall have determined that Without limiting the effect of the foregoing provisions of this Section 3.3 (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agentbut without duplication), the Company shall pay directly to the Lender, each Bank from time to time on request such amounts as specified by the Lender, additional amounts sufficient such Bank may determine to be necessary to compensate such Bank (or, without duplication, the Lender bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any applicable lending office or such corporationbank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national or supra-national level the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; 00 X.X.X. Xxxx 000, Xxxxxxxx X) and the Final Risk-based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any applicable lending office or such bank holding company) to a level below that which such Bank (or any applicable lending office or such bank holding company) could have achieved but for such increaselaw, regulation, interpretation, directive or request).

Increased Costs and Reduction of Return. (a) If any Lender determines or the Agent shall determine that, due to either (i) the introduction of of, or any change in in, or change in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, there shall be any increase in the cost to such Lender or the Agent of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating any reduction in Letters of Credit, or, in any amount received or receivable by such Lender or the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing Agent under any Letter of CreditLoan Document, then the Company Borrowers shall be jointly and severally liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender or the Agent (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or the Agent, additional amounts as are sufficient to compensate such Lender or the Agent for such increased costs; provided that the Borrowers shall not be required to compensate any Lender or the Agent pursuant to this Section 10.3(a) for any increased costs incurred more than 270 days prior to the date that such Lender or the Agent notifies the Borrowers, in writing of the increased costs and of such Lender’s or the Agent’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsRevolving Commitment(s), loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrowers shall jointly and severally pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporationthe entity controlling the Lender) for such increase; provided that the Borrowers shall not be required to compensate any Lender pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrowers, in writing of the amounts and of such Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) It is understood and agreed that (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all rules and regulations in connection therewith, all guidelines and directives in connection therewith and any compliance by a Lender with any request or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, for the purposes of this Agreement, be deemed to be adopted subsequent to the Closing Date other than any such rules, regulations, guidelines or directives with which the Lenders, as applicable, are required to comply as of the Closing Date. (d) This Section 10.3 shall not apply to Taxes described in (b) through (d) of the definition of Excluded Taxes, Connection Income Taxes, Other Taxes or Taxes indemnifiable pursuant to Section 10.1(d).

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (excluding any costs resulting from reserve requirements taken into account in the definition of LIBOR), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reduced returns incurred more than 180 days prior to the date that such Lender notifies the Borrowers’ Agent of the event giving rise to such increased costs or reduced returns and of such Lender’s intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reduced returns is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by such Lender more than 90 days prior to the date of such request. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation Person controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation Person controlling the Lender and (taking into consideration such Lender's or such corporationPerson's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by such Lender more than 90 days prior to the date of such request.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either either: (i) the introduction of or any change in or in the interpretation of any law or regulation Applicable Law or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoan, then the Company Borrower shall be liable for, and shall from time to time, promptly upon demand (with a copy of such demand to be sent to the Administrative Agent), shall pay to the Administrative Agent (or, in the case of a payment in Pesos, to the Peso Agent) for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts (calculated in accordance with Section 3.4). For the avoidance of doubt, this Section does not apply to Taxes (which are covered solely by Section 3.1). (b) If any Lender shall have determined that determine that: (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by the such Lender (or its Lending Office) or any corporation Person controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Lender, its Lending Office or any corporation controlling the Lender such Person and (taking into consideration such Lender's ’s, such Lending Office’s or such corporation's Person’s policies with respect to capital adequacy and such Lender's ’s or such Person’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits or obligations under this Agreement, then, upon written demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower promptly shall pay to the Administrative Agent (or, in the case of a payment in Pesos, to the Peso Agent) for the account of such Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of of, or any change in, or any change in or in the interpretation or application of, any Requirement of any law or regulation Law or (ii) the compliance by that such Lender with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate its Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender Company or to reduce any amount receivable hereunder (in either case other than payment on account of agreeing any Taxes referred to issue, issuing in Section 3.01 (Taxes) or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditExcluded Taxes), then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), promptly pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or reduced amount receivable. (b) If any Lender shall have determined reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the Controlling such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any the Lender determines shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost either clause (i) or (ii) subsequent to the Issuing date hereof, the Lender shall be subject to any Taxes on the Loan, loan principal, letters of agreeing to issuecredit, issuing commitments, or maintaining any Letter of Credit other obligations, or of agreeing to make its deposits, reserves, other liabilities or making, funding or maintaining any unpaid drawing under any Letter of Creditcapital attributable thereto, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by the Lender (with a copy of such demand to be sent to the Administrative AgentLender), pay to the Administrative Agent Lender for the account of such the Lender, additional amounts as are sufficient to compensate such the Lender for such increased costscosts or such Taxes; provided, that the Borrower shall not be required to compensate the Lender pursuant to this Section 2.8 for any such additional amounts incurred more than 180 days after the Maturity Date; provided, further, that if such change in Requirement of Law giving rise to such additional amounts is retroactive, then such period will be extended to include the period of retroactive effect thereof. (b) If any the Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the Lender (or its Lending Officelending office) or any corporation entity controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation entity controlling the Lender and (taking into consideration such the Lender's ’s or such corporation's entities’ policies with respect to capital adequacy and such the Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment(s), loansLoan, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such the Lender (with a copy to the Company through the Administrative AgentLender), the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporationthe entity controlling the Lender) for such increase; provided, that the Borrower shall not be required to compensate the Lender pursuant to this Section 2.8 for any such additional amounts incurred more than 180 days after the Maturity Date; provided, further, that if such change in Capital Adequacy Regulation giving rise to such additional amounts is retroactive, then such period will be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 2.8(a) above and/or a change in Capital Adequacy Regulation under Section 2.8(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or of making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans hereunder, then the Company shall be liable for, and shall from time to time, upon written demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), which demand shall set forth the basis of such increased cost in reasonable detail, pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance with any Capital Adequacy Regulation by the such Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulationsuch Lender, affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement), then, upon written demand of such Lender (with a copy to the Company through Agent), which demand shall set forth in reasonable detail the Administrative Agentbasis for any such increase in required capital, the Company shall immediately pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) If any Lender shall have determined that any of the events described in Sections 3.03(a) or 3.03(b) affects or would affect an increase in cost or reduction of return resulting in additional Obligations hereunder, such Lender shall, with reasonable promptness, notify the Company and the Agent of such determination, PROVIDED that no failure to do so shall relieve the Company of any Obligation hereunder.

Increased Costs and Reduction of Return. (a) If any Lender determines the Issuing Bank shall determine that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law or in the interpretation of any law or regulation administration thereof or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender the Issuing Bank or any Lending Office of agreeing to make issue or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to written request therefor by the Administrative Agent)Issuing Bank, pay to the Administrative Agent for the account of such Lender, Issuing Bank additional amounts as are sufficient to compensate the Issuing Bank or such Lender Lending Office for such increased costs. (b) If any Lender the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Issuing Bank (or its other relevant Lending Office) or any corporation controlling the Lender Issuing Bank, with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Lender Issuing Bank, any Lending Office or any corporation controlling the Lender Issuing Bank and (taking into consideration the Issuing Bank’s and such Lender's or such controlling corporation's ’s policies with respect to capital adequacy and such Lender's the Issuing Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits Letters of Credit issued or obligations maintained by the Issuing Bank under this Agreement, then, upon demand written request of such Lender to the Company through the Administrative AgentIssuing Bank, the Company Borrower shall immediately pay to the LenderIssuing Bank or the relevant Lending Office, from time to time as specified by the LenderIssuing Bank, additional amounts sufficient to compensate the Lender (Issuing Bank or such corporation) Lending Office for such increase. (c) The Issuing Bank will notify the Borrower of any event occurring after the date hereof which will entitle the Issuing Bank or any Lending Office to compensation from the Borrower pursuant to this Section 4.03 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation. If the Issuing Bank requests compensation under this Section 4.03, the Borrower may, by notice to the Issuing Bank, require that the Issuing Bank furnish to the Borrower a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of shall have reasonably determined at any time that it shall incur increased costs or any change in or reductions in the interpretation amounts received or receivable under this Agreement, its Loans, its Commitment, or its Note with respect to its Loan, or that any Recipient shall be subjected to any Taxes (other than any increased cost or reduction in the amount received or receivable resulting from (A) Indemnified Taxes, (B) Taxes described in clauses (b), (c) or (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, other obligations, deposits, reserves, other liabilities or capital, in each case, attributable to or because of any law Change in Law and/or other circumstances affecting such Lender or regulation the relevant interbank market or the position of such Lender in such market, then, and in any such event, the Borrower shall within fifteen (ii15) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost days pay to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent Lender to the Administrative Agent)Borrower in accordance with clause (c) of this section, pay to the Administrative Agent for the account of such Lender, additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient such Lender shall reasonably determine) as shall be required to compensate such Lender for such increased costscosts or reductions in amounts received or receivable under this Agreement or its Note. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof (whether or not having the force of law), or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Person Controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Lender or any corporation controlling the Person Controlling such Lender and (taking into consideration such Lender's ’s or such corporation's Person’s policies with respect to capital adequacy and liquidity and such Lender's ’s desired return on capital) and if such Lender shall have reasonably determined that the amount of such capital or liquidity is increased as a consequence of its Commitments, loansLoan, credits or obligations under this Agreement, then, within fifteen (15) days upon demand of such Lender to the Company through the Administrative AgentBorrower in accordance with clause (c), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Each Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.9. Such Lender or the Administrative Agent, as applicable, shall deliver to the Borrower a certificate setting forth in reasonable detail the basis for determining the amount that such Lender is entitled to receive pursuant to this Section 2.9, which determination shall be conclusive and binding on the Borrower in the absence of manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.9 shall not constitute a waiver of such Lender’s right to demand such compensation. (e) The obligation of Borrower to make payments to any Lender pursuant to Sections 2.9(a) and 2.9(b) shall be limited to amounts that accrue on and after the day which is one hundred eighty (180) days prior to the date on which such Lender first makes demand therefor; provided that, if the circumstances giving rise to such payments have a retroactive effect, then such one hundred eighty (180) day period shall be extended to include the period of such retroactive effect.

Increased Costs and Reduction of Return. (a) If any Lender determines determines, after the Effective Date, that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters LIBOR Loans, (except for any such increased cost resulting from taxes of Creditany kind, orincluding Taxes and Other Taxes, in the case of the Issuing Lender, any increase in the cost as to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, which Section 3.01 shall govern) then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined determined, after the Effective Date, that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines or the Agent shall determine that, due to either (i) the introduction of of, or any change in in, or change in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, there shall be any increase in the cost to such Lender or the Agent of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating any reduction in Letters of Credit, or, in any amount received or receivable by such Lender or the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing Agent under any Letter of CreditLoan Document, then the Company Borrowers shall be jointly and severally liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender or the Agent (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or the Agent, additional amounts as are sufficient to compensate such Lender or the Agent for such increased costs; provided that the Borrowers shall not be required to compensate any Lender or the Agent pursuant to this Section 10.3(a) for any increased costs incurred more than 270 days prior to the date that such Lender or the Agent notifies the Borrowers, in writing of the increased costs and of such Lender’s or the Agent’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrowers shall jointly and severally pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporationthe entity controlling the Lender) for such increase; provided that the Borrowers shall not be required to compensate any Lender pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrowers, in writing of the amounts and of such Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) It is understood and agreed that (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all rules and regulations in connection therewith, all guidelines and directives in connection therewith and any compliance by a Lender with any request or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, for the purposes of this Agreement, be deemed to be adopted subsequent to the Closing Date other than any such rules, regulations, guidelines or directives with which the Lenders, as applicable, are required to comply as of the Closing Date. (d) This Section 10.3 shall not apply to Taxes described in (b) through (d) of the definition of Excluded Taxes, Connection Income Taxes, Other Taxes or Taxes indemnifiable pursuant to Section 10.1(d).

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the Closing Date or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any change in any Capital Adequacy RegulationRegulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Lender's Bank’s or such corporation's ’s policies with respect to capital adequacy and such Lender's Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase. (c) The Company shall not be obligated to pay any amounts under subsection 3.03(a) or (b) to any Bank (i) unless such Bank shall have first notified the Company in writing that it intends to seek compensation from the Company pursuant to such subsection, and (ii) which are attributable to periods exceeding 90 days prior to the date of receipt by the Company of such notice.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (except for any increase relating to taxes) to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing Credit (or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Creditparticipation therein), then the Company shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulationapplicable law, (ii) rule, regulation or guideline regarding capital adequacy, or any change in any Capital Adequacy Regulation, (iii) therein or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulationrequest, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such central Lender or other authority, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations obligation under this Agreement, then, upon demand of such Lender to the Company through the Administrative AgentLender, the Company shall immediately pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBO Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBO Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation Affiliate controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation Affiliate controlling the such Lender and (taking into consideration such Lender's or such corporationAffiliate's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the Restatement Date or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing LenderIssuer, any increase in the cost to the Issuing Lender Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Co-Administrative Agent), pay to the Co-Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the Restatement Date, (ii) any change in any Capital Adequacy RegulationRegulation after the Restatement Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation after the Restatement Date by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Co-Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If on or after the date of this Agreement, any Change in Law causes the Lender determines that, due to either (i) the introduction of incur increased costs or any change in or reductions in the interpretation amounts received or receivable under this Agreement, its Loan, its Commitment, or its Note with respect to its Loan, or that any Recipient shall be subjected to any Taxes (other than any increased cost or reduction in the amount received or receivable resulting from (A) Indemnified Taxes, (B) Taxes described in clauses (a)(ii), (b), (c), (d) or (e) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, other obligations, deposits, reserves, other liabilities or capital, in each case, attributable to or because of any law Change in Law and/or other circumstances affecting the Lender or regulation the relevant interbank market or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case position of the Issuing LenderLender in such market, then, and in any increase in such event, the cost Borrower shall promptly pay to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to timeLender, upon demand (with a copy of therefor, such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient the Lender in its sole discretion shall determine) as shall be required to compensate such the Lender for such increased costscosts or reductions in amounts received or receivable under this Agreement or its Note. (b) If the Lender determines in good faith that any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationChange in Law regarding, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof (whether or not having the force of law), or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling Person Controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling Person Controlling the Lender and (taking into consideration such the Lender's ’s or such corporation's Person’s policies with respect to capital adequacy and such liquidity and the Lender's ’s desired return on capital) that and the amount of such capital or liquidity is increased as a consequence of its Commitments, loansthe Loan, credits or obligations under this Agreement, then, upon within ten days following written demand of such the Lender to the Company through the Administrative AgentBorrower in accordance with clause (c), the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase. (c) The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section 2.9. The Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis for determining the amount that the Lender is entitled to receive pursuant to this Section 2.9, which determination shall be conclusive and binding on the Borrower in the absence of manifest error. (d) Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.9 shall not constitute a waiver of the Lender’s right to demand such compensation. (e) Notwithstanding anything to the contrary herein, the Borrower will not be required to compensate the Lender pursuant to this Section 2.9 for any increased costs or reduction in respect of a period occurring more than 270 days prior to the date on which the Lender notifies the Borrower of such Change in Law and the Lender’s intention to claim compensation thereof, except, if the Change in Law giving rise to such increased cost or reduction is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (f) Notwithstanding the foregoing, the Lender shall not be entitled to seek compensation for costs imposed pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of the Lender at such time to seek compensation from other borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation.

Increased Costs and Reduction of Return. (a) If any Lender (including any Lender in its capacity as an Issuing Bank) determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements described in Section 4.9 and other than a change in income tax rates or the manner of computing income taxes of any Lender) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, or maintaining any Offshore Rate Loan Eurodollar Borrowings or issuing or participating in Letters of Credit, orthen if such Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon demand five (5) days prior notice and receipt of a certificate described in Section 4.10 (with a copy of such demand notice and certificate to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy RegulationRegulation described in clauses (i) through (iii) above, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits Letters of Credit, or obligations under this Agreement, then, upon demand five (5) days prior notice (accompanied by a certificate described in Section 4.10) of such Lender to the Company Borrower through the Administrative Agent, the Company if such Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Before giving any notice under this Section 4.6, the affected Lender shall designate a different Lending Office if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such Lender, be illegal or otherwise disadvantageous to such Lender.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of shall have determined at any time that it shall incur increased costs or any change in or reductions in the interpretation amounts received or receivable under this Agreement, its Loans, or its Commitment with respect to its Loan, or that any Recipient shall be subjected to any Taxes (other than any increased cost or reduction in the amount received or receivable resulting from (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (f) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, other obligations, deposits, reserves, other liabilities or capital, in each case, arising under this Agreement and, in each case, attributable to or because of any law Change in Law and/or other circumstances affecting such Lender or regulation the relevant interbank market or (ii) the compliance by that position of such Lender with in such market, then, and in any guideline or request from any central bank or other Governmental Authority (whether or not having such event, the force of law), there Borrower shall be any increase in the cost promptly pay to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of therefor, such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costscosts or reductions in amounts received or receivable under this Agreement. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof (whether or not having the force of law) or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Person Controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Lender or any corporation controlling the Person Controlling such Lender and (taking into consideration such Lender's ’s or such corporation's Person’s policies with respect to capital adequacy and liquidity and such Lender's ’s desired return on capital) and if such Lender shall have determined that the amount of such capital or liquidity is increased as a consequence of its Commitments, loansLoan, credits or obligations under this Agreement, then, promptly upon demand of such Lender to the Company through the Administrative AgentBorrower in accordance with clause (c), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Each Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.9. Such Lender or the Administrative Agent, as applicable, shall deliver to the Borrower a certificate setting forth in reasonable detail the basis for determining the amount that such Lender is entitled to receive pursuant to this Section 2.9, which determination shall be conclusive and binding on the Borrower in the absence of manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of of, any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under maintain any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's entities’ policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment(s), loans, credits loans or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporationthe entity controlling the Lender ) for such increase; provided, that the Borrower shall not be required to compensate any Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the amounts and of such Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If After the date hereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, Credit or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If After the date hereof, if any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by the such Lender (or its Lending Office) or any corporation Person controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation Person controlling the such Lender and (taking into consideration such Lender's or such corporationPerson's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of any of its Commitments, loansLoans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) This Section 4.3 shall not require the Company to reimburse the Administrative Agent or any Lender for any Taxes which are otherwise covered by the indemnity set forth in Section 4.1 or any Excluded Taxes.

Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the later of (x) the Restatement Effective Date and (y) the date such Lender becomes a party to this Agreement, there shall be any increase in the cost (including Taxes, other than (i) Taxes described in clauses (b) and (c) of the definition of “Excluded Taxes”, (ii) Connection Income Taxes and (iii) Indemnified Taxes) to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issuein, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligations to make participate in or making, funding or maintaining any unpaid drawing under issue any Letter of Credit), or any reduction in the amount of any sum received or receivable by such Lender, then the Company Borrower shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or reduction suffered, to the extent such Lender is imposing such costs on borrowers that are similarly situated to the Borrower with respect to whom such Lender has similar rights of compensation. (b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the later of (x) the Restatement Effective Date and (y) the date such Lender becomes a party to this Agreement, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy or liquidity and such Lender's ’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentsRevolving Commitment, loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase, to the extent such Lender is employing such increase with respect to borrowers that are similarly situated to the Borrower with respect to whom such Lender has similar rights of compensation. (c) Notwithstanding anything herein to the contrary, for all purposes of the Loan Documents, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented are deemed to have been adopted and to have taken effect after the date hereof and after the date any Lender becomes a party to this Agreement. (d) The Borrower shall not be required to compensate any Lender pursuant to this Section 3.03 for any increased costs or reduced returns to the extent such Lender makes written demand on the Borrower for compensation later than 270 days after the date any such increased cost or reduced return is incurred; provided that, if the change in law giving rise to any such increased cost or reduced giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate setting forth the amount of such increased costs or reduced returns delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Holdings shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company Holdings through the Administrative Agent, the Company Holdings shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline guideline, or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law)) issued after January 31, 1997, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, Loans (other than changes in the case rate of taxes on the Issuing overall net income of Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit), then Lender shall give notice of such determination to Borrower, and Borrower shall have the Company option either (iii) to immediately convert all outstanding LIBOR Rate Loans to Base Rate Loans in accordance with Article II or (iv) Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent)therefor by Lender, pay to the Administrative Agent for the account of Lender such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. If Borrower elects to convert to Base Rate Loans, it shall nevertheless be liable for any increased costs incurred by Lender regarding LIBOR Rate Loans accrued prior to the date of conversion. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulationcapital adequacy regulation, (ii) any change in any Capital Adequacy Regulationcapital adequacy regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation capital adequacy regulation by any central bank or other Governmental Authority governmental authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation, capital adequacy regulation; affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's corporations' policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loanscommitment to make the Loan, credits or other obligations under this Agreement, then, upon demand then Lender shall give notice of such Lender determination to Borrower, and Borrower shall have the Company through the Administrative Agent, the Company shall option either (v) to immediately convert all outstanding LIBOR Rate Loans to Base Rate Loans in accordance with Article II or (vi) to pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank Lender or other Governmental Authority (whether or not having the force of law)) not due to an adverse change in the financial condition of such Lenders, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Committed Loans or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Bid Loans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank Lender or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender not due to an adverse change in the financial condition of such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capitalcapital generally for similarly situated borrowers) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If After the date hereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, Credit or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If After the date hereof, if any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of any of its Commitments, loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) This Section 4.3 shall not require the Company to reimburse the Administrative Agent or any Lender for any Taxes which are otherwise covered by the indemnity set forth in Section 4.1 or any Excluded Taxes.

Increased Costs and Reduction of Return. (a) If ---------------------------------------- any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by such Lender more than 90 days prior to the date of such request. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by such Lender more than 90 days prior to the date of such request.

Increased Costs and Reduction of Return. (a) If any Lender determines shall --------------------------------------- determine that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made, in the case of clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall upon demand pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Notwithstanding anything to the contrary contained herein, the Borrowers shall not be required to make any payments to any Lender or the Administrative Agent pursuant to this Section relating to increased costs or a reduction in rate of return incurred more than six (6) months prior to such Person’s request for additional payment except for retroactive application of such law, rule or regulation, in which case the Borrowers are required to make such payments so long as such Person makes a request therefor within six (6) months of the public announcement of such retroactive application. (d) If a Credit Party is required to pay additional amounts to any Lender or the Administrative Agent pursuant to this Section, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such Credit Party which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in or reserve requirements included in the calculation of the Offshore Rate) in the interpretation of any law or regulation or (ii) the compliance by that Lender such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditAdvances, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided that the Borrower shall not be required to pay any such expense if the applicable Bank shall not notify the Borrower of such expense within 180 days of such Bank being aware of its incurrence. (b) If any Lender shall have determined Bank determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation, affects increases or would affect increase the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender and such Bank (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoan, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase; provided that the Borrower shall not be required to pay any such expense if the applicable Bank shall not notify the Borrower of such expense within 180 days of such Bank being aware of its incurrence. (c) If the Borrower is required to pay additional amounts to any Bank or the Agent pursuant to this Section 3.3, then such Bank shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue, if such change in the judgment of such Bank is not otherwise materially disadvantageous to such Bank.

Increased Costs and Reduction of Return. (a) If any Lender determines ------------------------------------------- that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Loans, or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or makingissuing, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation or other entity controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation or other entity controlling the Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Fixed Rate Loan or participating in Letters any Letter of Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company applicable Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative applicable Agent), pay to the Administrative applicable Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company applicable Borrower through the Administrative applicable Agent, the Company applicable Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Notwithstanding the foregoing provisions of this Section 4.3, if any Lender fails to notify the applicable Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.3 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the applicable Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the applicable Borrower of such event or circumstance.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation adopted after the date hereof or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted after the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon within fifteen (15) days following written demand therefor by such Lender to the Borrower Representative (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the date hereof, (ii) any change in any Capital Adequacy RegulationRegulation after the date hereof, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof after the date hereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy RegulationRegulation adopted after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling such Lender (excluding any reserve that is reflected in the Lender LIBOR Rate) and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon within fifteen (15) days following written demand of therefor by such Lender to the Company Borrower Representative through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any --------------------------------------- Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Committed Loan or participating in Letters any Letter of Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Notwithstanding the foregoing provisions of this Section 4.3, if any Lender fails to notify the Company of any ----------- event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.3 within 60 days ----------- after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the 52 60 Company for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Company of such event or circumstance.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditAdvances, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this clause (a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's entities’ policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporationthe entity controlling the Lender) for such increase; provided, that the Borrower shall not be required to compensate any Lender pursuant to this clause (b) for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the amounts and of such Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued. (d) Each of the Administrative Agent and each Affected Party agrees that, upon the occurrence of any event giving rise to the operation of this Section 2.11 or entitling any such party to receive additional amounts under Section 13.01 with respect to such Lender, it will, if requested by the Borrower, and to the extent permitted by law or by the relevant Governmental Authority, endeavor in good faith to avoid or minimize the increase in costs, reduction in payments, or payment of additional amounts resulting from such event (including endeavoring to change its lending office) so long as such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage.

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) not due to an adverse change in the financial condition of such Lender, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCommitted Loans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; PROVIDED, that the Borrower's obligation to pay any amount under this Section shall be limited to amounts attributable to the period commencing thirty days prior to the date on which the Agent gave the Borrower notice of the event entitling it to such payment. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender (not due to an adverse change in the financial condition of such Lender) with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capitaladequacy) determines that the amount of such capital is increased after the date hereof as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase; PROVIDED, that the Borrower's obligation to pay any amount under this Section shall be limited to amounts attributable to the period commencing thirty days prior to the date on which the Agent gave the Borrower notice of the event entitling it to such payment.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing LenderIssuer, any increase in the cost to the Issuing Lender Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are reasonably sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is materially increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as reasonably specified by the Lender, additional amounts reasonably sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Loans, or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or makingissuing, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation or other entity controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation or other entity controlling the Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made after the date of this Agreement, there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditRevolving Loans, then the Company Borrowers shall be liable for, and shall from time to time, upon within three Business Days of demand by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (to the extent it occurs after the date of this Agreement) (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits credits, or obligations under this Agreement, then, upon within three Business Days of demand by such Lender (with a copy of such Lender demand to be sent to the Company through Administrative Agent), the Borrowers shall pay to the Administrative Agent, for the Company shall pay to the account of such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either as a result, after the date hereof, of (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender (other than any general increase in the level of taxation of such Lender and similarly-situated financial institutions) of agreeing to make or making, funding or maintaining any Offshore Rate Loan Credit Extension or participating in Letters of Credit, Credit or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost. (b) If any Lender shall have determined that that, after the date hereof, (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy adequacy) and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (except for any increase relating to taxes) to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBO Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) . If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulationapplicable law, (ii) rule, regulation or guideline regarding capital adequacy, or any change in any Capital Adequacy Regulation, (iii) therein or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulationrequest, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such central Lender or other authority, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations obligation under this Agreement, then, upon demand of such Lender to the Company through the Administrative AgentLender, the Company Borrowers shall immediately pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If after the date hereof any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoan, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If after the date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Notwithstanding the foregoing subsections 3.3(a) and (b), if any Lender fails to notify the Company of any event which will entitle such Lender to compensation pursuant to this

Increased Costs and Reduction of Return. (a) If any --------------------------------------- Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of LIBOR (Reserve Adjusted)) in or in the interpretation of any law or regulation Law or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditBridge Loans, then the Company Borrower shall be liable for, and shall from time to time, time upon demand (with a copy of such demand to be sent to the Administrative Agent), ) pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsBridge Loan Commitment or Bridge Loans, loansthen the Borrower shall be liable for, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company and shall pay to the Lender, from time to time as specified by upon demand (with a copy of such demand to be sent to the Agent) pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change in or in the interpretation of any law Law or regulation (including FRB Regulation D) after the Effective Date (other than changes with respect to Taxes) or (ii) the compliance by that any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon written demand thereafter (with a copy of such demand to be sent to the Administrative Agent), accompanied by a written notice showing in reasonable detail the basis for the calculation of any such increased costs (which notice shall, absent manifest error, be final and conclusive and binding upon all parties hereto), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that If, after the Effective Date, (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority Authority, or by NAIC or any other comparable agency charged with the interpretation or administration thereof, thereof or (iv) compliance by the any Lender (or its Lending Office) or any corporation controlling the any Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits credits, participation interests or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBO Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate LIBOR Loan or participating in Letters of Credit, Credit or, in the case of the any Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of any of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Lender as a consequence of such Lender's obligations hereunder of agreeing to make or making, funding funding, or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that the introduction after the date hereof of (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits credits, or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Revolving Loans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of shall have determined at any time that it shall incur increased costs or any change in or reductions in the interpretation amounts received or receivable under this Agreement, its Loans, its Commitment, or its Check with respect to its Loan, or that any Recipient shall be subjected to any Taxes (other than any increased cost or reduction in the amount received or receivable resulting from (A) Indemnified Taxes, (B) Taxes described in clauses (a)(ii), (b), (c) or (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, other obligations, deposits, reserves, other liabilities or capital, in each case, attributable to or because of any law Change in Law and/or other circumstances affecting such Lender or regulation the relevant interbank market or (ii) the compliance by that position of such Lender with in such market, then, and in any guideline or request from any central bank or other Governmental Authority (whether or not having such event, the force of law), there Borrower shall be any increase in the cost promptly pay to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of therefor, such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costscosts or reductions in amounts received or receivable under this Agreement or its Check. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof (whether or not having the force of law), or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Person Controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Lender or any corporation controlling the Person Controlling such Lender and (taking into consideration such Lender's ’s or such corporation's Person’s policies with respect to capital adequacy and liquidity and such Lender's ’s desired return on capital) and if such Lender shall have determined that the amount of such capital or liquidity is increased as a consequence of its Commitments, loansLoan, credits or obligations under this Agreement, then, promptly upon demand of such Lender to the Company through the Administrative AgentBorrower in accordance with clause (c), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Each Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.9. Such Lender or the Administrative Agent, as applicable, shall deliver to the Borrower a certificate setting forth in reasonable detail the basis for determining the amount that such Lender is entitled to receive pursuant to this Section 2.9, which determination shall be conclusive and binding on the Borrower in the absence of manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.9 shall not constitute a waiver of such Lender’s right to demand such compensation.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (not including any Taxes or Other Taxes, as to which Section 4.1 shall govern) to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company applicable Borrower(s) shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loansLoans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers (or Foamex on behalf of the Borrowers) through the Administrative Agent, the Company shall Borrowers shall, jointly and severally, pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of this Section 4.3 with respect to such Lender, it will, if requested by Foamex, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this clause (c) shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to this Section 4.3.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction any Change in Law (other than any change by way of imposition of or any change increase in or reserve requirements included in the interpretation calculation of any law or regulation the LIBO Rate) or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (including Xxxx-Xxxxx/Basel) (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBO Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation (including Xxxx-Xxxxx/Basel), (ii) any change in any Capital Adequacy RegulationRegulation (including Xxxx-Xxxxx/Basel), (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof (including Xxxx-Xxxxx/Basel), or (iv) compliance by the such Lender (or its Lending Office) or any corporation Affiliate controlling the such Lender with any Capital Adequacy RegulationRegulation (including Xxxx-Xxxxx/Basel), affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation Affiliate controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's Affiliate’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation regulation, other than a change relating to taxes, as to which SECTION 4.1 shall be the exclusive remedy, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (not including any Taxes or Other Taxes, as to which Section 4.1 shall govern) to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company applicable Borrower(s) shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy RegulationRegulation in which a change (or change in interpretation or administration) has occurred or which was enacted subsequent to the date hereof, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loansLoans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers (or Foamex on behalf of the Borrowers) through the Administrative Agent, the Company shall Borrowers shall, jointly and severally, pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of this Section 4.3 with respect to such Lender, it will, if requested by Foamex, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this clause (c) shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to this Section 4.3.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of by the applicable Governmental Authority of, any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made, in the case of clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection 10.3(a) for any increased costs incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the law, rule, regulation, order, guideline, request or other legal requirement of any central bank or other Governmental Authority (whether or not having the force of law) giving rise to such increased costs and of such Lender's intention to claim compensation therefore; provided, further, that if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such increased costs is retroactive, then the one hundred eighty-day (180-day) period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall upon demand pay to the such Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection 10.3(b) for any such increase incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the Capital Adequacy Regulation giving rise to such increase and of such Lender's intention to claim compensation therefore; provided, further, that if such Capital Adequacy Regulation giving rise to such increase is retroactive, then the one hundred eighty-day (180-day) period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any the Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that the Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law), there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent)demand, pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such the Lender for such increased costs. (b) If any the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital capital, reserves, or special deposits required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital capital, reserves, or special deposits is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such the Lender to the Company through the Administrative AgentParent, the Company Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.3. Any request for additional amounts pursuant to this Section 6.3 shall be accompanied by a statement setting forth in reasonable detail the calculations forming the basis for such request.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan its Commitment or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company any Borrower through the Administrative Agent, the Company such Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any US Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that US Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such US Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of CreditUS LIBOR Revolving Loans, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Creditwithout duplication, then the Company US Borrowers shall jointly and severally be liable for, and shall from time to time, upon within two US Business Days of demand by such US Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such US Lender, additional amounts as are sufficient to compensate such US Lender for such increased costs. (b) If any US Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such US Lender (or its Lending Office) or any corporation or other entity controlling the such US Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such US Lender or any corporation or other entity controlling the such US Lender and (taking into consideration such US Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such US Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its US Commitments, loans, credits or obligations under this Agreement, then, upon demand of such US Lender to the Company US Borrower Representative in respect of which such US Lender has a US Commitment through the Administrative Agent, the Company US Borrowers shall pay to the such US Lender, from time to time as specified by the such US Lender, additional amounts sufficient to compensate the such US Lender (or such corporation) for such increase. (c) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such US Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

Increased Costs and Reduction of Return. (a) If any the Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR or in respect of the assessment rate payable by the Lender to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by that the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent)demand, pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such the Lender for such increased costs, provided, however, that the Lender shall be entitled to recover only such costs incurred on and after the time at which the Lender has given notice in reasonable detail of such costs. (b) If any the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Officeoffice) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such the Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such the Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of making or maintaining its Commitments, loansCommitment or the Loans, credits or obligations under this Agreement, then, upon demand of such the Lender to the Company through the Administrative AgentBorrower, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase; provided, however, that the Lender shall be entitled to recover only such costs incurred on and after the time at which the Lender has given notice in reasonable detail of such costs; provided, further, however, in determining such additional amounts sufficient to compensate the Lender for such increase, the Lender shall exclude therefrom any such additional amounts that are reflected in and allocable to an increase, if any, in the Base Rate.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of of, or any change (other than a change by way of imposition of, or increase in, reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of of, any law or regulation or (ii) the compliance by that such Lender (or its Lending Office) or any entity controlling such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan LIBOR Loans, or issuing or participating in Letters of Credit, or, or a reduction in the case amount received or receivable by such Lender in connection with any of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Creditforegoing, then the Company Borrower shall be liable for, and shall from time to time, upon demand (therefor by such Lender with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, Lender such additional amounts as are sufficient to compensate such Lender for such increased costs. (b) . If any Lender shall have determined determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) ), or any corporation controlling the Lender such Lender, with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the that such Lender or any corporation controlling the such Lender is required or expected to maintain, and such Lender (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of any of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of sixty (60) days' notice from such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall immediately pay to Administrative Agent, for the account of such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Collateral Agent), pay to the Administrative Collateral Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. Payment by the Borrowers under this Section 4.3(a) shall be made within fifteen (15) days after the date such Lender makes written demand therefor. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Collateral Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. Payment by the Borrowers under this Section 4.3(b) shall be made within fifteen (15) days after the date such Lender makes written demand therefor.

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such LenderXxxxxx's desired return on capital) determines, in good faith, that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of by the applicable Governmental Authority of, any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any increased costs incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the law, rule, regulation, order, guideline, request or other legal requirement of any central bank or other Governmental Authority (whether or not having the force of law) giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided further that, if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any such increase incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the Capital Adequacy Regulation giving rise to such increase and of such Lender’s intention to claim compensation therefor; provided further that, if such Capital Adequacy Regulation giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the direct cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, Loans (based on the assumption contained in the case last sentence of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditSection 3.4 hereof), then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, such additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided, however, that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers. (b) If any Lender Bank shall have reasonably determined that (i) the introduction adoption of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand (accompanied by a certificate showing in reasonable detail the calculation of such Lender amount) of such Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase; provided, however, that the Company shall be liable for costs incurred more than 60 days before such demand was made only to the extent that such Bank made such demand within 60 days after it became aware of such increase; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers.

Increased Costs and Reduction of Return. (a) If any the Lender reasonably determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that the Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law), there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be liable for, and shall and, upon demand to the Borrowers' Agent by the Lender from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), shall pay to the Administrative Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such the Lender for such increased costs; provided that the Borrowers shall not be liable under this clause (a) for any such increase arising more than one hundred twenty (120) days prior to the date of such demand by the Lender. (b) If any the Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital capital, reserves, or special deposits required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired anticipated return on capitalcapital based on the underwriting criteria involved in the internal approval by the Lender of the Total Facility) reasonably determines that the amount of such capital capital, reserves, or special deposits is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, thenincluding with respect to any Letter of Credit, then each Borrower shall be liable for, and, upon demand of such by the Lender to the Company through the Administrative AgentBorrowers' Agent from time to time, the Company shall pay to the Lender, from time to time as specified by the Lender, Lender additional amounts sufficient to compensate the Lender (or such corporation) for such increase.; provided that the Borrowers shall not be liable under this clause (b) for any such increase arising more then one hundred twenty (120) days prior to the date of such demand by the Lender. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.3. -----------

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall and, upon demand by such Lender from time to time, upon demand time to the Borrowers' Agent (with a copy of such demand to be sent to the Administrative Lenders' Agent), shall pay to the Administrative Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital capital, reserves, or special deposits required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital capital, reserves, or special deposits is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, thenthen each Borrower shall be liable for, and, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by to the Borrowers' Agent (with a copy to the Lenders' Agent), shall pay to such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of SECTION 3.3.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters any Letter of Credit, or, in the case of the an Issuing LenderBank, any increase in the cost to the such Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Companies shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided, that no Company shall be obligated to reimburse any Bank for any cost incurred pursuant to this Section more than 30 days prior to notice to the Companies of the incurrence of such cost; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such reimbursement with respect to such retroactive effect, if such Bank shall give the Companies notice thereof within 30 days of such Bank’s having notice thereof. At the request of the Companies, any Bank claiming the right to payment under this subsection shall provide a detailed calculation of such payment to the requesting Company. (b) If any Lender Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and (taking into consideration such Lender's Bank’s or such corporation's ’s policies with respect to capital adequacy and such Lender's Bank’s or such corporation’s desired return on capital) shall have determined that the amount rate of return on its or such controlling corporation’s capital is increased as a consequence of its Commitments, loans, credits Commitment or obligations under this Agreementthe Loans made or Letters of Credit Issued or participated in by such Bank is reduced to a level below that which such Bank or such controlling corporation could have achieved but for the occurrence of such circumstances, then, upon demand of such Lender Bank to the Company through the Administrative AgentCompanies, the Company Companies shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender (such Bank or such corporation) controlling corporation for such increasereduction in rate of return; provided, that the Companies shall not be obligated to reimburse any Bank for any reduction on the rate of return on capital pursuant to this Section realized more than 30 days prior to notice to the Companies of such reduction; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such reimbursement with respect to such retroactive effect, if such Bank shall give the Companies notice thereof within 30 days of such Bank’s having notice thereof. In calculating any amounts payable hereunder, each Bank shall use any reasonable method of allocation and attribution that it shall deem applicable.

Increased Costs and Reduction of Return. (a) If after the date hereof any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, Resetting Rate Loan (other than reserves included in the case determination of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate), then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If after the date hereof any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy adequacy) and such Lender's desired return on capital) Lender reasonably determines that the amount of such capital is required to be increased as a consequence of its CommitmentsCommitment, loansLoans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase. The Lenders may use reasonable averaging and attribution methods in determining compensation under this SECTION 3.3(b). (c) Before giving any notice to the Agent under this Section, the affected Lender shall use commercially reasonable efforts to designate a different Lending Office with respect to its Offshore Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.

Increased Costs and Reduction of Return. (a) If Except for Taxes, which shall be governed by Section 4.1, if any Lender or Letter of Credit Issuer determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender or Letter of Credit Issuer with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender or Letter of Credit Issuer of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Loans or issuing, maintaining or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredits, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or Letter of Credit Issuer, additional amounts as are sufficient to compensate such Lender for such increased costs. Notwithstanding the foregoing, the Borrowers shall not be liable to the Agent or any Lender or the Letter of Credit Issuer for any amounts claimed under this Section 4.3(a) in connection with events that occurred more than 180 days before the Borrowers’ receipt of a Lender’s or Letter of Credit Issuer’s request claiming entitlement to such compensation. (b) If any Lender or Letter of Credit Issuer shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) such Lender, Letter of Credit Issuer or any corporation or other entity controlling the such Lender or Letter of Credit Issuer with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Lender, Letter of Credit Issuer or any corporation or other entity controlling the such Lender or Letter of Credit Issuer and (taking into consideration such Lender's ’s, such Letter of Credit Issuer’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s or Letter of Credit Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender or Letter of Credit Issuer to the Company any Borrower through the Administrative Agent, the Company Borrowers shall pay to the Lendersuch Lender or Letter of Credit Issuer, from time to time as specified by the Lendersuch Lender or Letter of Credit Issuer, additional amounts sufficient to compensate the such Lender (or such corporation) Letter of Credit Issuer for such increase. Notwithstanding the foregoing, the Borrowers shall not be liable to the Agent or any Lender or the Letter of Credit Issuer for any amounts claimed under this Section 4.3(b) in connection with events that occurred more than 180 days before the Borrowers’ receipt of a Lender’s or Letter of Credit Issuer’s request claiming entitlement to such compensation.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or of making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans hereunder, then the Company Borrower shall be liable for, and shall from time to time, upon written demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), which demand shall set forth the basis of such increased cost in reasonable detail, pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance with any Capital Adequacy Regulation by the such Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulationsuch Lender, affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement), then, upon written demand of such Lender (with a copy to the Company through Agent), which demand shall set forth in reasonable detail the Administrative Agentbasis for any such increase in required capital, the Company Borrower shall immediately pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) If any Lender shall have determined that any of the events described in Section 3.3(a) or Section 3.3(b) effects or would effect an increase in cost or reduction of

Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Companies shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided, that no Company shall be obligated to reimburse any Bank for any cost incurred pursuant to this Section more than 30 days prior to notice to the Companies of the incurrence of such cost; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such reimbursement with respect to such retroactive effect, if such Bank shall give the Companies notice thereof within 30 days of such Bank's having notice thereof. At the request of the Companies, any Bank claiming the right to payment under this subsection shall provide a detailed calculation of such payment to the requesting Company. (b) If any Lender Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's or such corporation's desired return on capital) shall have determined that the amount rate of return on its or such controlling corporation's capital is increased as a consequence of its Commitments, loans, credits Commitment or obligations under this Agreementthe Loans made or Letters of Credit Issued or participated in by such Bank is reduced to a level below that which such Bank or such controlling corporation could have achieved but for the occurrence of such circumstances, then, upon demand of such Lender Bank to the Company through the Administrative AgentCompanies, the Company Companies shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender (such Bank or such corporation) controlling corporation for such increasereduction in rate of return; provided, that the Companies shall not be obligated to reimburse any Bank for any reduction on the rate of return on capital pursuant to this Section realized more than 30 days prior to notice to the Companies of such reduction; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such reimbursement with respect to such retroactive effect, if such Bank shall give the Companies notice thereof within 30 days of such Bank's having notice thereof. In calculating any amounts payable hereunder, each Bank shall use any reasonable method of allocation and attribution that it shall deem applicable.

Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (ix) the introduction of or any change in or in the interpretation of any law or regulation or (iiy) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loan or participating Loans, including Taxes (other than (i) Taxes described in Letters of Creditclauses (c), or, in the case (d) and (e) of the Issuing Lenderdefinition of “Excluded Taxes”, any increase in the cost to the Issuing Lender (ii) Connection Income Taxes and (iii) Indemnified Taxes that are covered by Section 3.01) on its loans, loan principal, letters of agreeing to issuecredit, issuing commitments or maintaining any Letter of Credit other obligations, or of agreeing to make its deposits, reserves, liabilities or making, funding or maintaining any unpaid drawing under any Letter of Creditcapital attributable thereto, then the Company Borrower shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulationof the foregoing, affects in each case after the Closing Date, does or would affect shall have the amount effect of reducing the rate of return on such Lender’s or such corporation’s capital required or expected as a consequence of such Lender’s obligations hereunder to be maintained by the a level below that which such Lender or any such corporation controlling the Lender and could have achieved but for such change or compliance (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and or liquidity) by an amount deemed by such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its CommitmentsLender to be material, loansthen from time to time, credits or obligations under this Agreement, then, upon demand of within thirty days after submission by such Lender to the Company Borrower (through the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to any additional amounts payable pursuant to this Section 3.03(b) submitted by such Lender, through the Administrative Agent, the Company shall pay to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 3.03(b), the Borrower shall not be required to compensate a Lender pursuant to this Section 3.03(b) for any amounts incurred more than 270 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, from time if the change in law giving rise to time as specified any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Notwithstanding anything herein to the contrary, for all purposes of the Loan Documents, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the LenderBank for International Settlements, additional amounts sufficient to compensate the Lender Basel Committee on Banking Supervision (or such corporation) for such increaseany successor or similar authority), or the United States or other regulatory authorities, in each case, pursuant to Basel III, will in each case, regardless of the date adopted, issued, promulgated or implemented be deemed to have been adopted and to have taken effect after the date hereof.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, orCommitted Loans; then, in the case of the Issuing Lenderany such case, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then such Bank shall notify the Company shall be liable for, of any such event of which it has knowledge and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay deliver to the Administrative Agent for and the account of such LenderCompany a written statement specifying in reasonable detail the losses or expenses sustained or incurred. The Company shall, additional amounts as are within ten (10) days following demand therefor, pay the amount sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such LenderBank's or such corporation's policies with respect to capital adequacy and such LenderBank's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, ; then, upon demand in any such case, such Bank shall notify the Company of any such Lender event of which it has knowledge and shall deliver to the Company through the Administrative Agent, Agent and the Company shall a written statement specifying in reasonable detail the losses or expenses sustained or incurred. The Company shall, within ten (10) days following demand therefor, pay to the Lender, from time to time as specified by the Lender, additional amounts amount sufficient to compensate the Lender (or such corporation) Bank for such increaseincreased costs.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCommitted Loans, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank or, in the case of Bid Loans, such Bank's Designated Bidder, shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority governmental authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender such Bank or Designated Bidder (or its the Lending OfficeOffice of either) or any corporation controlling the Lender such Bank or Designated Bidder with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or Designated Bidder or any corporation controlling the Lender such Bank or Designated Bidder and (taking into consideration such LenderBank's or such Designated Bidder's or such corporation's policies with respect to capital adequacy and such LenderBank's or such Designated Bidder's or such corporation's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, Swingline Commitment (in the case of the Swingline Bank), loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank or such Designated Bidder to the Company through the Administrative Agent, the Company shall pay to the Lendersuch Bank or Designated Bidder, as applicable, from time to time as specified by the Lendersuch Bank or such Designated Bidder, additional amounts sufficient to compensate the Lender (such Bank or such corporation) Designated Bidder for such increase. For purposes of this subsection, "Capital Adequacy Regulation" means any guideline, request or directive of any central bank or other governmental authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

Increased Costs and Reduction of Return. (a) If any Lender determines shall in good faith reasonably determine that, due to either (i) the introduction of or any change in or in the interpretation any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or of making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans hereunder, then the Company Borrower shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance with any Capital Adequacy Regulation by the such Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulationsuch Lender, affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement), then, upon demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall immediately pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) If any Lender shall have determined that any of the events described in Sections 3.03(a) or 3.03(b) effects or would effect an increase in cost or reduction of return resulting in additional Obligations hereunder, such Lender shall, with reasonable promptness, notify the Borrower and the Agent of such determination, provided that no failure to do so shall relieve the Borrower of any Obligation hereunder.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or the entity controlling such corporationLender) for such increase; provided , the Borrower shall not be required to compensate a Lender pursuant to this subsection for any such increase incurred more than one (1) year prior to the date that such Lender notifies the Borrower of the Capital Adequacy Regulation (whether or not having the force of law) giving rise to such increase and of such Lender’s intention to claim payment therefor; provided , further , if such Capital Adequacy Regulation or interpretation or administration thereof giving rise to such increase is retroactive, then the one (1) year period referred to above shall be extended to include the period of retroactive effect thereof. Each Lender agrees that if the Borrower is required to pay additional amounts to such Lender or the Agent pursuant to this subsection 10.3(b), it will, if requested by the Borrower, use reasonable good faith efforts (subject to overall policy considerations of such Lender) to designate another Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue if such designation would not require such Lender to disclose any information such Lender deems confidential and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in either case after the date of this Agreement there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Committed Loan or participating in Letters of Credit, or, in the case of the Issuing L/C Lender, any increase in the cost to the Issuing L/C Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with which demand shall contain a reasonably detailed calculation of any relevant costs and shall be conclusive and binding in the absence of manifest error, and a copy of such demand to thereof shall be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, however, that CH Borrower shall only be liable for those additional amounts relating to the Obligations of CH Borrower and each CH Foreign Subsidiary. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, in each case after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts reasonably sufficient to compensate the such Lender (or such corporation) for such increase; provided, however, that CH Borrower shall only be liable for those additional amounts relating to the Obligations of CH Borrower and each CH Foreign Subsidiary. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Borrowers. In determining such amount or amounts, such Lender may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. (c) Nothing in this Section 4.3 shall obligate either Borrower to make any payments with respect to Taxes of any sort, indemnification for which is governed by Section 4.1.

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts (except for any Taxes which shall be governed by Section 4.1). (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender (or such corporation) for such increase. (c) Any claim for compensation under this Section 4.3 shall be made by the applicable Lender within 180 days after the date on which the officer of such Lender who has responsibility for compliance with the obligations under this Agreement knows or has reason to know of such Lender’s right to any compensation under this Section 4.3 or, if any such Lender fails to deliver such demand within such 180-day period, such Lender shall only be entitled to compensation under this Section 4.3 from and after the date that is 180 days prior to the date such Lender delivers such demand. (d) The foregoing provisions of this Section 4.3 shall not apply in the case of any introduction of or any change in the interpretation of any law or regulation or the compliance by any Lender with any guideline or request from any central bank or other Governmental Authority in each case in respect of (i) Taxes and (ii) increases in the rate of, or changes in the basis of taxation of, overall net income or overall gross income, or branch profit taxes, in each case by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized, managed or controlled or in which its applicable lending office is or was located, or any political subdivision thereof, it being understood that such matters relating to Taxes shall be governed by Section 4.1.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines or any Issuing Lender shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements contemplated by subsection (c) below) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request arising after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, maintaining or maintaining risk participating in any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s or corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase. (c) The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional costs on the unpaid principal amount of each Offshore Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan.

Increased Costs and Reduction of Return. (a) If any Lender determines thatIf, due to either (i) the introduction of after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by that Lender any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) not in effect prior to the date hereof, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to delivered through the Administrative Agent), pay to the Administrative Agent for the account of such Lender, Bank additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender any Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Lender's Bank’s or such corporation's ’s commercially reasonable policies with respect to capital adequacy and such Lender's Bank’s or such corporation’s desired return on capital) that the amount of such capital is increased as a consequence of its CommitmentsTerm Loan Commitment, loans, credits or obligations under this Agreement, then, upon written demand of such Lender Bank to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the LenderAgent for the account of such Bank, from time to time as specified by the LenderBank or such controlling corporation, additional amounts sufficient to compensate the Lender (or such corporation) Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline promulgated by or any request from any central bank or other Governmental Authority (whether or not having the force of law)) in each case after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, promptly upon demand (with a copy of such demand to be sent to the Administrative Agent)demand, pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers to whom it has extended credit (as certified by such Lender in the written demand required under this Section 3.30(a)). Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereof. (b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loansLoans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers to whom it has extended credit (as certified by such Lender in the written demand required under this Section 3.03(b)); provided, further, that the Company shall not be required to compensate a Lender for any such increases in capital for any period more than 270 days prior to the date such Lender delivers such demand.

Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith 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 United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been adopted and to have taken effect after the date hereof. (b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's ’s or such corporation's ’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities; provided, further, that the Company shall not be required to compensate a Lender for any such increases in capital for any period more than 120 days prior to the date such Lender delivers such demand.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans, or participating in Letters of Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationCapixxx Xxxxxxxx Xxxxxxxxxx, (iixx) any xxx change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.reasonably

Increased Costs and Reduction of Return. (a) If after the date hereof any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or of participating in Letters of Credit, any BA or, in the case of the Issuing Accepting Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing accept or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Creditaccepting BAs, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If after the date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentsCommitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase. (c) Notwithstanding the foregoing Section 3.3(a) and (b), if any Lender fails to notify the Company of any event which will entitle such Lender to compensation pursuant to this Section 3.3 within 180 days after such Lender obtains knowledge of such event, then such Lender shall not be entitled to any compensation from the Company for any such increased cost or reduction of return arising prior to the date which is 180 days before the date on which such Lender notifies the Company of such event.

Increased Costs and Reduction of Return. (a) If any Lender determines thatdetermines, based upon advice from legal counsel, that due to either (i) the introduction of or any change in or in the interpretation of any law or regulation Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or, alternatively, in the case where the affected Lender’s increased costs are material to the Borrowers or the increased costs cause such LIBOR Loan to exceed the cost to the Borrowers of a Base Rate Loan, the Borrowers may choose to prepay such LIBOR Loan and concurrently with such prepayment, the Borrowers shall borrow from the affected Lender, a Base Rate Loan in the amount of such repayment; provided, however, that no Lender shall be entitled to claim any additional amount hereunder with respect to the period which is more than thirty (30) days prior to the date the Lender actually became aware of such additional amounts; provided further, that notwithstanding anything to the contrary in this Agreement, the Borrowers shall not be liable for any losses, or be required to reimburse any Lender as set forth in Section 4.4 to the extent a LIBOR Loan has been prepaid in accordance with this Section 4.3(a). (b) If any Lender shall have determined determined, based upon advice from legal counsel, that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's ’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Lender's ’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon written demand of such Lender to the Company Borrowers through the Administrative AgentAgent and submission of reasonable substantiation thereof, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate such Lender for such non-material increase; provided, however, that no Lender shall be entitled to claim any such additional amount with respect to the period which is more than thirty (30) days prior to the date the Lender (or actually became aware of such corporation) for such increaseadditional amounts.