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

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine thatBank reasonably determines that after the date of this Agreement, due to either (i) the introduction of, of or any change in, (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, of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), ) (any event referred to in the case of either preceding clause (i) or (ii) subsequent being referred to the date hereofherein as a “Change in Law”), there shall be any increase in the direct cost to such Lender or L/C Issuer Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or (based on the assumption contained in the last sentence of issuing or maintain any Letter of CreditSection 3.4 hereof), then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) 30 days after receipt by the Company of written demand, which demand therefor shall be accompanied by a certificate showing in reasonable detail the calculation of such Lender or L/C Issuer amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerBank, such additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided, however, that the Borrowers Company shall not be required to compensate any Lender or L/C Issuer pursuant to this Section liable for any increased costs incurred more than 180 60 days prior before such demand was made, except to the date extent that such Lender or L/C Issuer notifies costs result from any Change in Law having retroactive effect; and further provided that the Borrower Representative, in writing of the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if costs so charged is made in accordance with the circumstance giving rise to methodology set forth in such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofcertificate. (b) If any Lender or L/C Issuer Bank shall have reasonably determined that: that after the date of this Agreement (i) the introduction adoption after the date of this Agreement 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 such Lender or L/C Issuer the Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation; ”), affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Bank or any entity corporation controlling such Lender or L/C Issuer the Bank and (taking into consideration such LenderBank’s or such entities’ corporation’s policies with respect to capital adequacy and such Lender’s or L/C IssuerBank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty 30 days after receipt by the Company of written demand (30) days of demand accompanied by a certificate showing in reasonable detail the calculation of such Lender or L/C Issuer (with a copy amount) made by such Bank to the Company through the Agent), the Borrowers Company shall pay to such Lender or L/C Issuerthe Bank, from time to time as specified by such Lender or L/C Issuerthe Bank, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Bank for such increase; provided, however, that the Borrowers Company shall not be required to compensate any Lender or L/C Issuer pursuant to this Section liable for any amounts costs incurred more than 180 60 days prior before such demand was made, except to the date extent that such Lender or L/C Issuer notifies costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Borrower Representative, in writing Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the amounts and determination of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if costs so charged is made in accordance with the event giving rise to methodology set forth in such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofcertificate.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 hereofExisting Closing Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Loans or BA Rate Loans Loans, as applicable, or of issuing or maintain maintaining any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 1.16(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrowers, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 1.16(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrowers, in writing of the amounts and of such Lender’s or L/C Issuer’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 to the contrary herein, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be 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, issued, promulgated or implemented.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer or the Agent shall determine that, due to either (i) the introduction of, or any change in, or change in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance 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 or L/C Issuer or the Agent of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of CreditCredit or any reduction in any amount received or receivable by such Lender or L/C Issuer or the Agent under any Loan Document, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) 30 days of demand therefor by such Lender or L/C Issuer or the Agent (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerIssuer or the Agent, additional amounts as are sufficient to compensate such Lender or Lender, L/C Issuer or the Agent for such increased costs; provided, provided that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer or the Agent pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer or the Agent notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ entity’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) 30 days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, provided that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 or L/C Issuer 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 date hereof other than any such rules, regulations, guidelines or directives with which the Lenders and L/C Issuers, 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 or Indemnified Taxes.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer any Issuing Lender shall determine that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes and Other Taxes) after the Closing Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in ) made after the case of either clause (i) or (ii) subsequent to the date hereofClosing Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintain 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 Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) ten days of demand therefor by such Lender or L/C Issuer such Issuing Lender, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C Issuersuch Issuing Lender, additional amounts as are sufficient to compensate such Lender or L/C Issuer the Issuing Lender for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer any Issuing Lender shall have determined that: that (i) the introduction of any Capital Adequacy Regulation; Regulation after the Closing Date, (ii) any change in any Capital Adequacy Regulation; Regulation after the Closing Date, (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 thereof after the Closing Date, or (iv) compliance by such any Lender or L/C Issuer (or its Lending Office) or any entity Issuing Lender, as the case may be, or any corporation controlling the such Lender or L/C Issuersuch Issuing Lender, as the case may be, with any Capital Adequacy Regulation; Regulation adopted after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer such Issuing Lender or any entity corporation controlling such Lender or L/C Issuer such Issuing Lender and (taking into consideration such Lender’s 's, such Issuing Lender's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s 's, such Issuing Lender's or L/C Issuer’s corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of any of its Commitment(s)Commitments, loansLoans, credits participations in Letters of Credit, or obligations under this Agreement, then, within thirty (30) ten days of demand of by such Lender or L/C Issuer such Issuing Lender (with a copy to the Administrative Agent), the Borrowers Borrower shall be liable for and shall immediately pay to such Lender or L/C Issuersuch Issuing Lender, from time to time as specified by such Lender or L/C Issuersuch Issuing Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the such Issuing Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 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 the Lender shall be subject to any increase Taxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (b) through (h) of the cost to such Lender definition of Excluded Taxes) on its loans, loan principal, commitments, or L/C Issuer of agreeing to make other obligations, or makingits deposits, funding reserves, other liabilities or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Creditcapital attributable thereto, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts of such Taxes; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section Subsection 9.2 for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the administrative Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C IssuerLender) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section Subsection 9.2(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 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 9.1 above and/or a change in Capital Adequacy Regulation under Subsection 9.2(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender shall have determined, in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), at any time that such Lender shall incur increased costs or L/C Issuer shall determine thatreductions in the amounts received or receivable hereunder with respect to any Loan (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in any tax imposed on or measured by the net income, due to either (i) the introduction ofrevenue, or gross receipts or similar charges or otherwise compensated for Taxes under Section 2.8) because of any change in, or in the interpretation of, any applicable law or regulation or (ii) the compliance with any governmental rule, regulation, order, guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), ) or in the case official interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, and including the introduction, after the Signing Date, of either clause (i) any new law or (ii) subsequent to governmental rule, regulation, order, guideline or request then, and in any such event, the date hereof, there Borrower shall be any increase in the cost pay to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers shall be liable for, and shall from time to timeLender, within thirty (30) days of written demand therefor by therefor, such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional reasonable and duly documented amounts as are sufficient shall be required to compensate such Lender or L/C Issuer for such increased costscosts or reductions in amounts received or receivable hereunder; provided, however, that before making any such demand each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the Borrowers shall not be required to compensate any Lender making of such a designation would avoid the need for, or L/C Issuer pursuant to this Section for any reduce the amount of, such increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representativecost and would not, in writing of the increased costs and reasonable judgment of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise be otherwise disadvantageous to such increased costs is retroactiveLender (a written notice by such Lender as to the additional amounts owed to such Lender, then showing in reasonable detail the 180-day period referred basis for the calculation thereof, submitted to above shall the Borrower by such Lender, shall, absent manifest error, be extended to include the period of retroactive effect thereoffinal and conclusive and binding on all parties hereto). (b) If a Lender requests compensation under Section 2.10 or if the Borrower is required to pay additional amounts to any Lender or L/C Issuer shall have determined that: (i) the introduction under Section 2.8 as a result 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and internal reorganization of such Lender’s , then such Lender shall, in good faith consultation with the Borrower, take commercially reasonable steps to mitigate any circumstances giving arise to the gross-up under Section 2.8 or L/C Issuer’s intention the indemnification under this Section 2.10, failing which, the Borrower shall be entitled to claim compensation thereof; provideddesignate a Replacement Lender under Section 2.13. A Lender need not take any such steps if such Lender determines, furtherin its reasonable opinion, that if to do so would be materially prejudicial to it (it being understood that it is not prejudicial to the event giving rise Lender to such increase bear costs that the Borrower is retroactive, then the 180-day period referred willing to above shall be extended to include the period of retroactive effect thereofreimburse).

Increased Costs and Reduction of Return. (a) If the Fronting Bank or any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by the Fronting Bank or any 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 after the date hereof, there shall be any increase in the cost to the Fronting Bank or such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditCredit Extensions, then the Borrowers each Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts in connection with its Obligations; providedprovided that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender must be charging such amounts to all of its customers on a non-discriminatory basis; provided further that the Borrowers a Borrower shall not be required obligated to compensate pay any additional amounts which were incurred by the Fronting Bank or such Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofrequest. (b) If the Fronting Bank or any Lender or L/C Issuer 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 Fronting Bank or such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Fronting Bank or such Lender or L/C Issuer, with any Capital Adequacy Regulation; , in each case after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Fronting Bank or such Lender or L/C Issuer any corporation controlling the Fronting Bank or any entity controlling such Lender or L/C Issuer and (taking into consideration the Fronting Bank’s or such Lender’s or such entities’ corporation’s policies with respect to capital adequacy and the Fronting Bank’s or such Lender’s or L/C Issuer’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 Commitment(s)Commitments, loansCredit Extensions, credits or obligations under this AgreementAgreement to a Borrower, then, within thirty (30) days of upon demand of the Fronting Bank or such Lender or L/C Issuer (with a copy to the applicable Borrower through the Administrative Agent), the Borrowers such Borrower shall pay to the Fronting Bank or such Lender or L/C IssuerLender, from time to time as specified by the Fronting Bank or such Lender or L/C IssuerLender, additional amounts sufficient to compensate the Fronting Bank or such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; providedprovided that to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender must be charging such amounts to all of its customers on a non-discriminatory basis; provided further that the Borrowers such Borrower shall not be required obligated to compensate pay any additional amounts which were incurred by the Fronting Bank or such Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 90 days prior to the date of such request. (c) In the event that after the Effective Date a Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual cost allocated to such Commitment or Loan by such Lender or L/C Issuer notifies (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, provided that the applicable Borrower Representative, in writing of shall have received at least 10 days’ prior notice (with a copy to the amounts and Administrative Agent) of such additional costs from such Lender’s or L/C Issuer’s intention . If a Lender fails to claim compensation thereof; providedgive notice 10 days’ prior to the relevant Interest Payment Date, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above additional costs shall be extended to include the period due and payable 10 days from receipt of retroactive effect thereofsuch notice.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law Requirement of Law (other than the imposition of, or regulation a change in rate of, any Indemnified Taxes, Connection Income Taxes or Excluded Tax) or (ii) the compliance 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 hereofClosing Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Applicable Agent), pay to the Applicable Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Applicable Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, 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 the Fronting Bank or any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by the Fronting Bank or 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 after the date hereof, there shall be any increase in the cost to the Fronting Bank or such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditCredit Extensions, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; providedprovided that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrowers Borrower shall not be required obligated to compensate pay any additional amounts which were incurred by the Fronting Bank or such Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofrequest. (b) If the Fronting Bank or any Lender or L/C Issuer 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 Fronting Bank or such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Fronting Bank or such Lender or L/C Issuer, with any Capital Adequacy Regulation; , in each case after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Fronting Bank or such Lender or L/C Issuer any corporation controlling the Fronting Bank or any entity controlling such Lender or L/C Issuer and (taking into consideration the Fronting Bank's or such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and the Fronting Bank's or such Lender’s or L/C Issuer’s '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 Commitment(s)Commitment, loansCredit Extensions, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of the Fronting Bank or such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrowers Borrower shall pay to the Fronting Bank or such Lender or L/C IssuerLender, from time to time as specified by the Fronting Bank or such Lender or L/C IssuerLender, additional amounts sufficient to compensate the Fronting Bank or such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; providedprovided that to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrowers Borrower shall not be required obligated to compensate pay any additional amounts which were incurred by the Fronting Bank or such Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofrequest.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine (in good faith, but in its sole and absolute discretion) 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3 for any increased costs incurred more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the one hundred eighty (180-) day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer shall have determined (in good faith, but in its sole and absolute discretion) 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the one hundred eighty (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 or L/C Issuer 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 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, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or (y) the Lender shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of issuing the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or maintain any Letter of Creditother obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C IssuerLender, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C IssuerLender) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 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 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or CME or any successor administrator any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by such Lender or Issuing or maintaining any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer: (i) If any Lender or L/C Issuer shall determine thathave determined that a Change in Law regarding any Capital Adequacy Regulation has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, due to either (i) if any, as a consequence of this Agreement, the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force Commitments 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 or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditIssuer, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), time pay to the Agent for the account of such Lender or L/C Issuer, as the case may be, such additional amounts or amounts as are sufficient to compensate such Lender or L/C Issuer Issuer, as the case may be, for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased additional costs incurred more than 180 days prior to the date that or reduction suffered or such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofTaxes incurred. (b) If any Lender or L/C Issuer shall have determined that:[reserved]. (c) Notwithstanding anything herein to the contrary, (i) the introduction of any Capital Adequacy Regulation; 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 change successor or similar authority) or the United States or foreign regulatory authorities, in any Capital Adequacy Regulation; each case in respect of this clause (iiiii) any change pursuant to Basel III, shall, in the interpretation or administration of any each case, be deemed to be a Change in Law Section 10.3(a) above and/or a Change in Law with respect to Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or (ivunder Section 10.3(b) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuerabove, with any Capital Adequacy Regulation; affects the amount as applicable, regardless of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender enacted, adopted or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofissued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine Bank --------------------------------------- determines that, due to either (i) the introduction of, after the date hereof of or any change in, after the date hereof in or in the interpretation of, of any law or regulation or (ii) the compliance by that Bank 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 or L/C Issuer Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintain 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 promptly give notice to the Borrowers Borrowers' Designee and the affected Borrower shall be liable for, and shall from time pay to timesuch Bank, within thirty (30) 15 days of demand therefor by receipt of the notice referred to above, such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Bank in its sole discretion shall not determine) as shall be required to compensate any Lender such Bank for such increased costs or L/C Issuer pursuant 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 increased costs amounts incurred more than 180 days or accrued prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and giving of such Lender’s or L/C Issuer’s intention notice 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 thereofBorrowers' Designee. (b) If any Lender or L/C Issuer Bank shall have determined that: 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 such Lender , affects or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer Bank or any entity corporation controlling such Lender or L/C Issuer Bank and (taking into consideration such Lender’s Bank's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, thenthe Company agrees to pay such Bank, within thirty (30) 15 days of demand the receipt of the notice referred to below, such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers as shall not be required to compensate any Lender or L/C Issuer 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 determining that additional amounts will be payable pursuant to this Section for subsection 4.3(b), will give prompt written notice thereof to the Borrowers' Designee, although the failure to give any such notice shall not release or diminish the Company's obligations to pay additional amounts incurred 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 180 90 days prior to after the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing occurrence of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to the additional costs of the type described in this subsection 4.3(b), such increase is retroactive, then Bank shall not be entitled to compensation under this subsection 4.3(b) for any amounts incurred or accrued prior to the 180-day period referred giving of such notice to above shall be extended to include the period of retroactive effect thereofBorrowers' Designee.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 to the contrary herein, (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 or foreign regulatory authorities, in each case pursuant to Basel III, 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 or L/C Issuer shall determine the Seller determines that, due to either (i) the introduction of, of or any change in, (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, of any law or regulation or (ii) compliance by the compliance Seller 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 or L/C Issuer the Seller of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Creditthe Financing, then the Borrowers Purchaser shall be liable for, and shall from time to time, within thirty (30) days of time upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerSeller, additional amounts as are sufficient to compensate such Lender or L/C Issuer the Seller for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofcost. (b) If any Lender or L/C Issuer the Seller 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 such Lender or L/C Issuer (or its Lending Office) the Seller or any entity corporation controlling the Lender or L/C Issuer, Seller with any Capital Adequacy Regulation; Regulation affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Seller or any entity corporation controlling such Lender or L/C Issuer the Seller and (taking into consideration such Lender’s the Seller's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s the Seller's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreementthe Financing, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy the Seller to the Agent)Purchaser, the Borrowers shall Purchaser agrees to pay to such Lender or L/C Issuerthe Seller, from time to time as specified by such Lender or L/C Issuerthe Seller, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Seller for such increase; provided. (c) Notwithstanding the foregoing provisions of this Section 3.2, that if the Borrowers shall not be required Seller fails to compensate notify the Purchaser of any Lender event or L/C Issuer circumstance which would entitle the Seller to compensation pursuant to this Section 3.2 within 60 days after such event or circumstance, then the Seller shall not be entitled to compensation from the Purchaser for any amounts incurred more than 180 days amount arising prior to the date that such Lender or L/C Issuer which is 60 days before the date on which the Seller notifies the Borrower Representative, in writing of the amounts and Purchaser of such Lender’s event or L/C Issuer’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 thereofcircumstance.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer Bank shall determine that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the CD Rate or 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, of any law or regulation or (ii) the compliance 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 Bank or L/C Issuer any corporation controlling such Bank of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans or CD Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintain 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 Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer Bank shall have determined that: (i) that the introduction of any Capital Adequacy Regulation; (ii) applicable law, 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) , or compliance by such Lender or L/C Issuer the Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C IssuerBank, with any Capital Adequacy Regulation; request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such central bank or other authority, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Bank or any entity corporation controlling such Lender or L/C Issuer the Bank and (taking into consideration such Lender’s Bank's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s Bank's desired return on capital) determines that the amount of such capital is increased as a at consequence of its Commitment(s)Commitments, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer Bank (with a copy of such demand to the Agent), the Borrowers Company shall immediately pay to such Lender or L/C Issuerthe Bank, from time to time as specified by such Lender or L/C Issuerthe Bank, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Bank for such increase; provided. In determining any amount due under subsection (a) or (b) of this Section, that the Borrowers affected Bank may use any reasonable averaging and attribution methods. No Bank shall not be required able to compensate recover any Lender or L/C Issuer pursuant to amounts under this Section for any where such amounts were incurred or accrued more than 180 days prior to the date that demand for such Lender or L/C Issuer notifies amounts is given to the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofCompany.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine determines 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 ) after the case of either clause (i) or (ii) subsequent to the date hereofPrior Effective Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of promptly upon written demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , in each case after the Prior Effective Date, affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of after written demand of by such Lender or L/C Issuer (with a copy to the Company through the Agent), the Borrowers Company shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, provided that the Borrowers Company shall not be required to compensate any a Lender or L/C Issuer pursuant to this Section for any amounts incurred such increases in capital for any period more than 180 120 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts delivers such demand. (c) Section 3.01 and of such Lender’s or L/C Issuer’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 not this Section 3.03 shall be extended the only Section of this Agreement that applies to include the period of retroactive effect thereofincreased costs with respect to Taxes, Further Taxes and Other Taxes.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, due to ----------------------------------------- either (i) the introduction of, adoption of or any change in, in or in the interpretation of, by any Government Authority of any law or regulation or (ii) the compliance by any Certificate Purchaser with any guideline or request from any central bank or other Governmental Government Authority (whether or not having the force of law), in the case of either clause any Certificate Purchaser becomes subject to any Tax, duty or other charge (iother than Taxes for which indemnification is provided under Section 10.4) or (ii) subsequent to the date hereof, such that there shall be any increase in the cost to such Lender or L/C Issuer any Certificate Purchaser of agreeing to make or making, funding or maintaining any LIBOR Base Rate Loans or of issuing or maintain any Letter of CreditAdvances, then the Borrowers then, subject to Section 7.6, Deepwater shall be liable for, and shall from time to time, within thirty (30) days of upon written demand therefor by from such Lender or L/C Issuer Certificate Purchaser (with a copy of such demand to be sent to the AgentCharter Trustee), pay to the Agent Charter Trustee for the account of such Lender or L/C IssuerCertificate Purchaser, additional amounts as are sufficient equal to compensate such Lender or L/C Issuer for the amount of such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: (i) the introduction adoption of any Capital Adequacy Regulation; Applicable Law relating to the adequacy of the Certificate Purchaser's capital, (ii) any change in any Capital Adequacy Regulation; such Applicable Law, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation such Applicable Law by any central bank or other Governmental Government Authority charged with the interpretation or administration thereof; or , or (iv) compliance by such Lender or L/C Issuer the Certificate Purchaser (or its Lending Applicable Office) or any entity corporation controlling the Lender or L/C Issuer, Certificate Purchaser with any Capital Adequacy Regulation; such Applicable Law, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Certificate Purchaser or any entity corporation controlling the Certificate Purchaser such Lender that the return on capital of such Certificate Purchaser is reduced as a consequence of such Certificate Purchaser's Commitment or L/C Issuer and obligations under this Agreement to a level below that which such Certificate Purchaser could have achieved but for such adoption or change (taking into consideration such Lender’s Certificate Purchaser's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired Certificate Purchaser's reasonably expected return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of then upon written notice from such Lender or L/C Issuer Certificate Purchaser to Deepwater (with a copy to the Agent)Charter Trustee) Deepwater shall, the Borrowers shall subject to Section 7.6, pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, the Certificate Purchaser additional amounts sufficient to compensate the Certificate Purchaser for such Lender reduction in return. (c) A Certificate Purchaser affected by a change as described in subparagraphs (a) or L/C Issuer (b) shall, pursuant to Section 7.6, deliver to Deepwater and the Charter Trustee as promptly as practicable a certificate setting forth in reasonable detail the amount actually imposed or assessed on payments made under the Certificates in the case of the occurrence of an event described in Section 7.2(a) or (b), setting forth in reasonable detail such increased amounts or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be amount required to compensate any Lender or L/C Issuer pursuant to this Section such Certificate Purchaser for any amounts incurred more than 180 days prior to such reduced return and the date that such Lender or L/C Issuer notifies basis for the Borrower Representative, in writing of the amounts and determination of such Lender’s or L/C Issuer’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 thereofamounts.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, determines that due to either (i) the introduction of, after the Closing Date of or any change in, or after the Closing Date in the interpretation of, of any law or regulation or (ii) the compliance by that Lender with any new guideline or request after the Closing Date 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 (other than with respect to Taxes and Other Taxes already covered by Section 5.1(c) and Excluded Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding funding, or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditRevolving Loans, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: 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 , or (iv) compliance by such Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the such Lender or L/C Issuer, with any new Capital Adequacy Regulation; Regulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer any corporation or any other entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitments, loans, credits credits, or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Borrowers through the Administrative Agent), the Borrowers shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, 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), 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) 10 days of after demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: 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; , (iii) any change after the Effective 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 , or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine reasonably determines that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) after the date hereof in or in the interpretation of, of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted, in the case of either clause (i) issued or (ii) subsequent to delivered after the date hereof, there shall be any increase in the cost to such Lender (excluding any Taxes, Other Taxes, Further Taxes or L/C Issuer taxes imposed on or measured by the net income of such Lender) of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans Loan or participating in any Letter of Credit, or, in the case of an Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of issuing agreeing to make or maintain making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofcost. (b) If any Lender or L/C Issuer shall have reasonably determined that: 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; , (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 , or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; Regulation (excluding any Capital Adequacy Regulation as in effect on the date hereof) affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) reasonably determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits Loans or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers Company shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided. (c) Notwithstanding the foregoing provisions of this SECTION 4.3, that if any Lender fails to notify the Borrowers 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 required entitled to compensate any Lender or L/C Issuer pursuant to this Section compensation from the Company for any amounts incurred more than 180 days amount arising prior to the date that which is 60 days before the date on which such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and Company of such Lender’s event or L/C Issuer’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 thereofcircumstance.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers shall be liable for, and shall from time to time, within thirty ten (3010) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 270 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C IssuerXxxxxx’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof; provided, further, that notwithstanding anything to the contrary in this Section 10.3, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 10.3 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. (b) If any Lender or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C IssuerLender, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty ten (3010) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C IssuerLender) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 270 days prior to the date that such Lender or L/C Issuer Xxxxxx notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C IssuerXxxxxx’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof; provided, further, that notwithstanding anything to the contrary in this Section 10.3, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 10.3 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. (c) This Section 10.3 shall not apply to increased costs with respect to any Taxes (which for purposes of this Section 10.3 shall include the items set forth in clauses (i), (ii) and (iii) of Section 10.1(a)), levels, imposts, deductions, charges or withholdings and liabilities with respect thereto, which shall be governed solely by Section 10.1, other than financial transaction Taxes, core capital Taxes or similar Taxes. (d) 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.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 after the Closing Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority issued after the Closing Date (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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditRevolving Loans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer 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 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C IssuerLender, with any Capital Adequacy RegulationRegulation issued after the Closing Date; affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment(s), loansRevolving Loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that . (c) Before giving any notice to the Borrowers shall not be required to compensate any Lender or L/C Issuer Administrative Agent pursuant to this Section 3.3, the affected Lender shall designate a different Lending Office with respect to its LIBOR Rate Revolving Loans if such designation will avoid the need for any amounts incurred more than 180 days prior giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise materially disadvantageous to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 of general application to lenders of the same classification as the Lender, or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority of general application to lenders of the same classification as the Lender (whether or not having the force of law)) made, 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) 30 days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, provided that the Borrowers Borrower shall not be required obligated to compensate pay any Lender such amount or L/C Issuer pursuant amounts which are attributable to this Section for any increased costs incurred period of time occurring more than 180 45 days prior to the date that of receipt by Borrower of the written notice from such Lender or L/C Issuer notifies the Borrower Representative, described in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofSection 10.7. (b) If any Lender or L/C 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C IssuerLender, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) 30 days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall upon demand pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, provided that the Borrowers Borrower shall not be required obligated to compensate pay any Lender such amount or L/C Issuer pursuant amounts which are attributable to this Section for any amounts incurred period of time occurring more than 180 45 days prior to the date that of receipt by Borrower of the written notice from such Lender or L/C Issuer notifies the Borrower Representative, described in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofSection 10.7.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 hereofOriginal Closing Date, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of CreditCredit (other than Taxes) or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine reasonably determines that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) after the date hereof in or in the interpretation of, of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted, in the case of either clause (i) issued or (ii) subsequent to delivered after the date hereof, there shall be any increase in the cost to such Lender (excluding any Taxes, Other Taxes, Further Taxes or L/C Issuer taxes imposed on or measured by the net income of such Lender) of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans Committed Loan or participating in any Letter of Credit, or, in the case of an Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of issuing agreeing to make or maintain making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofcost. (b) If any Lender or L/C Issuer shall have reasonably determined that: 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; , (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 , or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; Regulation (excluding any Capital Adequacy Regulation as in effect on the date hereof) affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) reasonably determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits Loans or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers Company shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided. (c) Notwithstanding the foregoing provisions of this SECTION 4.3, that if any Lender fails to notify the Borrowers 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 required entitled to compensate any Lender or L/C Issuer pursuant to this Section compensation from the Company for any amounts incurred more than 180 days amount arising prior to the date that which is 60 days before the date on which such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and Company of such Lender’s event or L/C Issuer’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 thereofcircumstance.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine Bank determines that, due to either (i) the introduction of, after the Closing Date of any new law or regulation or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR) after the Closing Date in or in the interpretation of, of any law or regulation by any Governmental Authority charged with the interpretation or administration thereof or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in ) made or issued after the case of either clause (i) or (ii) subsequent to the date hereofClosing Date, there shall be any increase in the actual cost to such Lender or L/C Issuer Bank of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to the be sent to Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided. Notwithstanding anything herein to the contrary (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, that rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Borrowers shall not be required to compensate Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lender successor or L/C Issuer similar authority) or the United States or foreign regulatory authorities, in each case pursuant to this Section for any increased costs incurred more than 180 days prior Basel III, shall in each case be deemed to be a change in law, regardless of the date that such Lender enacted, adopted or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofissued. (b) If any Lender or L/C Issuer Bank reasonably shall have determined that: 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 , or (iv) compliance by such Lender or L/C Issuer the Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, Bank with any such Capital Adequacy Regulation; , affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Bank or any entity corporation controlling such Lender or L/C Issuer the Bank and (taking into consideration such LenderBank’s or such entities’ corporation’s policies with respect to such Bank’s capital adequacy and such Lender’s or L/C Issuer’s desired return on capitaladequacy) reasonably determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitments, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy Bank to the Borrower through Administrative Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Bank, from time to time as specified by such Lender or L/C Issuerthe Bank, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Bank for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer any Issuing Lender shall determine that, due to either (i) the introduction of, of or any change in, (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, of any law or regulation or (ii) the compliance 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), 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in any L/C Obligations, or any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintain maintaining any Letter of Credit or 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 Borrowers shall be liable for, and shall from time to time, within thirty (30) days of 10 Business Days after demand therefor by such Lender or L/C Issuer such Issuing Lender, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C Issuersuch Issuing Lender, additional amounts as are sufficient to compensate such Lender or L/C Issuer such Issuing Lender for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer any Issuing 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 such the Lender or L/C Issuer (or its Lending Office) or such Issuing Lender, as the case may be, or any entity corporation controlling the Lender or L/C Issuersuch Issuing Lender, as the case may be, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer such Issuing Lender or any entity corporation controlling such the Lender or L/C Issuer such Issuing Lender and (taking into consideration such Lender’s, such Issuing Lender’s or such entities’ corporation’s policies with respect to capital adequacy and such Lender’s, such Issuing Lender’s or L/C Issuercorporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitments, loans, credits credits, participations in Letters of Credit, or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall pay to such the Lender or L/C Issuersuch Issuing Lender, from time to time as specified time, in each case within 10 Business Days after demand by such the Lender or L/C Issuersuch Issuing Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) such Issuing Lender for such increase; provided, that the . (c) The Borrowers shall not pay to each Lender, as long as such Lender shall be required to compensate any Lender maintain reserves with respect to liabilities or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior 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 date that actual costs of such reserves allocated to such Loan by such Lender or L/C Issuer notifies the Borrower Representative(as determined by such Lender in good faith, in writing of the amounts and of such Lender’s or L/C Issuer’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 which determination shall be extended to include the period of retroactive effect thereofconclusive), 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 or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy RegulationRegulation resulting from an event set forth in clauses (i), (ii) or (iii) above; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) and/or a change in Capital Adequacy Requirement under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate RateSOFR Loans or (y) the Lender shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of issuing the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or maintain any Letter of Creditother obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C IssuerXxxxxx’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C IssuerLender, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C IssuerLender) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 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 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Revolving Lender or L/C Issuer shall determine that, determines that due to either (i) the introduction of, of or any change in, or in the interpretation of, of any law or regulation after the date of this Agreement or (ii) the compliance by such Revolving 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 made after the date hereofof this Agreement, there shall be any increase in the cost to such Revolving Lender or L/C Issuer of agreeing to make or making, funding funding, or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditRevolving Loans, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days three Business Days of demand therefor by such Revolving Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender or L/C IssuerRevolving Lender, additional amounts as are sufficient to compensate such Revolving Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 Revolving Lender or L/C Issuer shall have determined that: 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 , or (iv) compliance by such Revolving Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the such Revolving Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Revolving Lender or L/C Issuer any corporation or any other entity controlling such Revolving Lender or L/C Issuer and (taking into consideration such Revolving Lender’s or such entities’ corporation’s or other entity’s policies with respect to capital adequacy and such Revolving Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits credits, or obligations under this Agreement, then, within thirty (30) days three Business Days of demand of by such Revolving Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), the Borrowers shall pay to the Administrative Agent, for the account of such Lender or L/C IssuerRevolving Lender, from time to time as specified by such Lender or L/C IssuerRevolving Lender, additional amounts sufficient to compensate such Revolving Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans Loans, or of issuing Issuing or maintain maintaining any Letter of Credit, then the Borrowers applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers such Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representativeapplicable Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment(s), Canadian Revolving Loan Commitments, loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers applicable Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers such Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representativeapplicable Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 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 and (ii) all requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or 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 or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, (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, of any law or regulation (including Xxxx-Xxxxx/Basel) 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), 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR LIBO Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: that (i) the introduction of any Capital Adequacy Regulation; Regulation (including Xxxx-Xxxxx/Basel), (ii) any change in any Capital Adequacy Regulation; Regulation (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 thereof; or thereof (including Xxxx-Xxxxx/Basel), or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity Affiliate controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; Regulation (including Xxxx-Xxxxx/Basel), affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity Affiliate controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ Affiliate’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loansLoans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers Company shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine reasonably and in good faith determines 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 ) after the case of either clause (i) or (ii) subsequent to the date hereofClosing 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of promptly upon written demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date 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, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or L/C Issuer notifies directives in connection therewith are deemed to have been adopted and to have taken effect after the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofdate hereof. (b) If any Lender or L/C Issuer reasonably and in good faith 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, 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 such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of after written demand of by such Lender or L/C Issuer (with a copy to the Company through the Agent), the Borrowers Company shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) 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 Borrowers Company shall not be required to compensate any a Lender or L/C Issuer pursuant to this Section for any amounts incurred such increases in capital for any period more than 180 120 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of delivers such Lender’s or L/C Issuer’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 thereofdemand.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Revolving Loan Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 120 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180120-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 or L/C Issuer shall determine that, determines that due to either (i) the introduction of, of or any change 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditRevolving Loans, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, provided that the Borrowers shall not be required to compensate any a Lender or L/C Issuer pursuant to this Section 4.3(a) for any such increased costs incurred cost in respect of a period occurring more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and LS&Co of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if therefor unless the circumstance circumstances giving rise to such increased costs is retroactivecost became applicable retroactively, then in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the 180-day period referred to above shall be extended to include the period of retroactive effect thereofdate such circumstances become applicable. (b) If any Lender or L/C Issuer 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 such Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer any corporation or any other entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitments, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to LS&Co through the Agent), the Borrowers shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, provided that the Borrowers shall not be required to compensate any a Lender or L/C Issuer pursuant to this Section 4.3(b) for any amounts incurred such increase in respect of a period occurring more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and LS&Co of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if therefor unless the event circumstances giving rise to such increase is retroactivebecame applicable retroactively, then in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the 180-day period referred to above shall be extended to include the period of retroactive effect thereofdate such circumstances become applicable.

Increased Costs and Reduction of Return. (a) If after the date hereof any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of interest pursuant to subsection 2.9(c)) 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditEurodollar Loan, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) 10 days of after demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 after the date hereof any Lender or L/C Issuer 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 thereof or (iv) compliance by such the Lender or L/C Issuer (or its Lending Office) or any entity Person controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity Person controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loansLoans, credits or obligations under this Agreement, then, within thirty (30) 10 days of after demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers Company shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that . If the Borrowers shall not be Borrower is required to compensate pay additional amounts to any Lender or L/C Issuer pursuant to this Section for 5.3(a) that increase the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office with respect to making LIBOR Rate Loans so as to eliminate any such additional payment by the Borrower which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender. In the event that any one or more Lenders, pursuant to this Section 5.3(a) , incur any increased costs incurred more (other than 180 days prior increased costs to the date extent such increased costs are not a recurring cost) for which any such Lender demands compensation pursuant to this Section 5.3(a) which increases the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders and such Lender has not mitigated such costs within 60 days after receipt by such Lender from the Borrower of a written notice that such Lender's effective lending rate has so exceeded the effective lending rate of the other Lenders, then and in any such event, the Borrower may substitute another financial institution for such Lender which is reasonably acceptable to the Agent to assume the Commitment of such Lender and to purchase the Loans of such Lender hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans owing to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid fees and other amounts in respect of that Lender's Commitment and share of the Loans (other than any prepayment penalty or other premium; it being agreed that amounts payable under Section 5.4 are not prepayment penalties or other premiums). Upon such purchase such Lender shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Lender or L/C Issuer notifies would retain hereunder and under the other Loan Documents upon payment in full of all of the Obligations) and the replacement Lender shall succeed to the rights and benefits, and shall assume the obligations, of such Lender hereunder and thereunder. The Agent and the Lenders shall cooperate with the Borrower Representativeto amend the Loan Documents to reflect such substitution. In no event may the Borrower replace a Lender which is also an issuer of a Letter of Credit or Credit Support or whose Affiliate has issued a Letter of Credit or Credit Support unless (x) all Letters of Credit and Credit Support issued by such Lender and its Affiliates have expired or have been terminated or canceled and such Lender and/or Affiliate, as the case may be, shall have been reimbursed for all payments made by it under the Letters of Credit and Credit Support issued by it or (y) such Lender and/or Affiliate, as the case may be, shall have been indemnified in writing a manner satisfactory to it for any outstanding Letters of the increased costs Credit and Credit Support issued by it and other obligations, absolute or contingent, with respect to Letters of such Lender’s or L/C Issuer’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 thereofCredit and Credit Support issued by it. (b) If any Lender or L/C Issuer 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 such the Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer any corporation or any other entity controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's or other entity's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Borrower through the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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. Notwithstanding the foregoing, this Section 10.3 shall not apply with respect to Taxes or Other Taxes, or with respect to the imposition of, or any change in the rate of, any taxes described in clauses (i), (ii), (iii) or (iv) of Section 10.1(a). (b) If any Lender or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; in the case of any of clauses (i) – (iv) subsequent to the date hereof, affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 or L/C Issuer shall determine reasonably and in good faith determines 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 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 case of either clause (i) or (ii) subsequent to the date hereofEffective 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Adjusted Term SOFR Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent)promptly upon demand, pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date 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(a)). 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 L/C Issuer notifies directives in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Borrower RepresentativeBank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in writing of each case pursuant to Basel III, shall in each case be deemed to have been adopted and to have taken effect after the increased costs and of such Lender’s or L/C Issuer’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 thereofdate hereof. (b) If any Lender or L/C Issuer reasonably and in good faith 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , in each case after the Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s policies with respect to capital adequacy and liquidity, and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loansLoans, credits or obligations under this Agreement, then, within thirty (30) days of after written demand of by such Lender or L/C Issuer (with a copy to the Company through the Agent), the Borrowers Company shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) 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 Borrowers Company shall not be required to compensate any a Lender or L/C Issuer pursuant to this Section for any amounts incurred such increases in capital for any period more than 180 270 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of delivers such Lender’s or L/C Issuer’s intention to claim compensation thereofdemand; provided, further, that if the event circumstances giving rise to such increase is retroactiveclaim have a retroactive effect, then the 180such 270-day period referred to above shall be extended to include the period of such retroactive effect thereofeffect.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs (i) that are incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereofthereof or (ii) that constitute Indemnified Taxes or Excluded Taxes; 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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, due to either (i) the introduction after the Closing Date of, or any change in, in or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from issued after the Closing Date by 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate IBOR Loans (other than any change by way of imposition of or increase in reserve requirements included in the calculation of issuing or maintain any Letter of Creditthe IBOR Rate), then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: 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 , or (iv) compliance by such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C IssuerLender, with any Capital Adequacy RegulationRegulation issued after the Closing Date; affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such required capital is increased as a consequence of its Commitment(s)Revolving Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers Company shall upon demand pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine Bank determines that, due to either (i) the introduction of, of or any change in, (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, of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the each case of either clause (i) imposed, announced or (ii) subsequent to made after the date hereof, there shall be any increase in the cost to such Lender or L/C Issuer Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintain 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 Borrowers Company shall be liable for, and shall from time to time, within thirty (30) 30 days of after demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer Bank 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 such Lender or L/C Issuer the Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, Bank with any Capital Adequacy Regulation; , in each case imposed or announced after the date hereof, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Bank or any entity corporation controlling such Lender or L/C Issuer the Bank and (taking into consideration such Lender’s Bank's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy Bank to the Company through the Agent), the Borrowers Company shall pay to such Lender or L/C Issuerthe Bank, from time to time as specified by such Lender or L/C Issuerthe Bank, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Bank for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine reasonably determines that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) after the date hereof in or in the interpretation of, of any law or regulation by a Governmental Authority or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted, in the case of either clause (i) issued or (ii) subsequent to delivered after the date hereof, there shall be any increase in the cost to such Lender (excluding any Taxes, Other Taxes or L/C Issuer taxes imposed on or measured by the net income of such Lender, and franchise taxes and similar taxes) of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or of issuing or maintain any Letter of CreditLoan, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) 15 days of after demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofcost. (b) If any Lender or L/C Issuer shall have reasonably determined that: 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; , (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 , or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; Regulation (excluding any Capital Adequacy Regulation as in effect on the date hereof) affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) reasonably determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits Loans or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers Company shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided. (c) Notwithstanding the foregoing provisions of this Section 3.3, that the Borrowers shall not be required to compensate if any Lender fails to notify the Company in writing of any event or L/C Issuer circumstance which will entitle such Lender to compensation pursuant to this Section 3.3 within 90 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Company for any amounts incurred more than 180 days amount arising prior to the date that which is 90 days before the date on which such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and Company of such Lender’s event or L/C Issuer’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 thereofcircumstance.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; in the case of any of clauses (i) – (iv) subsequent to the date hereof, affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 GE Capital or any Lender or other L/C Issuer 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 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 Person of Issuing or L/C Issuer of agreeing to make or makingcausing the Issuance, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers Applicants shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent)Person, pay to the Agent such Person for the account of such Lender or L/C Issuerits own account, additional amounts as are sufficient to compensate such Lender or L/C Issuer Person for such increased costs; provided, provided that the Borrowers Applicants shall not be required to compensate any Lender or L/C Issuer such Person pursuant to this Section subsection 8.2(a) for any increased costs incurred more than 180 ninety (90) days prior to the date that such Lender or L/C Issuer Person notifies the Borrower RepresentativeLead Applicant, in writing of the increased costs and of such Lender’s or L/C IssuerPerson’s intention to claim compensation thereof; provided, further, provided further that if the circumstance giving rise to such increased costs is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If GE Capital or any Lender or other L/C 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 such Lender or L/C Issuer Person (or its Lending Office) or any entity controlling the Lender or L/C Issuersuch Person, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer Person or any entity controlling such Lender or L/C Issuer Person and (taking into consideration such LenderPerson’s or such entities’ policies with respect to capital adequacy and such LenderPerson’s or L/C Issuer’s desired contracted return on capital) reasonably determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent)Person, the Borrowers Applicants shall pay to such Lender or L/C IssuerPerson, from time to time as specified by such Lender or L/C IssuerPerson, additional amounts sufficient to compensate such Lender or L/C Issuer Person (or the entity controlling the Lender or L/C Issuersuch Person) for such increase; provided, provided that the Borrowers Applicants shall not be required to compensate any Lender or L/C Issuer such Person pursuant to this Section subsection 8.2(b) for any amounts incurred more than 180 ninety (90) days prior to the date that such Lender or L/C Issuer Person notifies the Borrower RepresentativeLead Applicant, in writing of the amounts and of such Lender’s or L/C IssuerPerson’s intention to claim compensation thereof; provided, further, provided further that if the event giving rise to such increase is retroactive, then the 18090-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 clause (a) above and/or a change in Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the date enacted, adopted or issued. Table of Contents (d) This Section 8.2 shall not apply with respect to Taxes or Other Taxes covered by Section 8.1 or the imposition of, or any change in the rate of, any Excluded Taxes.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine determines 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 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 case of either clause (i) or (ii) subsequent to the date hereofClosing Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans Loan or participating in Letters of Credit, or, in the case of the L/C Lender, any increase in the cost to the L/C Lender of agreeing to Issue, Issuing or maintaining any Letter of Credit or of issuing agreeing to make or maintain making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrowers each Applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days 15 Business Days of demand therefor by such Lender or L/C Issuer (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 thereof shall be sent to the Paying Agent), pay to the Paying Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer 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 such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the such Lender or L/C Issuer, 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 such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loansLoans, credits or obligations under this Agreement, then, within thirty (30) days 15 Business Days of demand of such Lender or L/C Issuer (with a copy to the Applicable Borrower through the Paying Agent), the Borrowers each Applicable Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts reasonably sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided. 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 the Borrowers it (in its sole and absolute discretion) shall deem applicable and that is not be required materially less favorable to compensate each Applicable Borrower than to any Lender or L/C Issuer pursuant to of its other customers. (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 any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase which is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofgoverned by Section 4.1.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine determines 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 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 case of either clause (i) or (ii) subsequent to the date hereofEffective Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Eurocurrency Rate Loan, BA Rate Loans or participating in Letters of issuing Credit, or, in the case of any L/C Lender, any increase in the cost to such L/C Lender of agreeing to Issue, Issuing or maintain 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 Borrowers each Applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days 15 Business Days of demand therefor by such Lender or L/C Issuer (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 thereof shall be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer 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 such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; , in each case after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loansLoans, credits or obligations under this Agreement, then, within thirty (30) days 15 Business Days of demand of such Lender or L/C Issuer (with a copy to the Applicable Borrower through the Administrative Agent), the Borrowers each Applicable Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts reasonably sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided. 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 the Borrowers it (in its sole and absolute discretion) shall deem applicable and that is not be required materially less favorable to compensate each Applicable Borrower than to any Lender or L/C Issuer pursuant to of its other similarly situated customers. (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 any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase which is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofgoverned by Section 4.1.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 hereofClosing Date, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Loans or BA Rate Loans Loans, as applicable, or of issuing or maintain maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 1.16(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrowers, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending OfficeOffice or branch) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 1.16(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrowers, in writing of the amounts and of such Lender’s or L/C Issuer’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 to the contrary herein, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be 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, issued, promulgated or implemented.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C IssuerIssuer pursuant to the order of any Governmental Authority issued after the date hereof, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Applicable Lender or L/C Issuer of a Company shall determine that, due to either (i) the introduction of, after the Closing Date of or any change in, in or in the interpretation of, of any law or regulation or (ii) the compliance with any guideline or request from issued after the Closing Date by 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 other than a cost relating to Taxes to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or of issuing or maintain BA Rate Loans (other than any Letter of Creditincrease included in any applicable Eurodollar Reserve Percentage), then the Borrowers such Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to the AgentApplicable Agent of such Company), pay to the such Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 Applicable Lender or L/C Issuer of a Company shall have determined that: 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 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 such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuersuch Lender, with any Capital Adequacy RegulationRegulation issued after the Closing Date; affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capitaladequacy) determines that the amount of such required capital is increased as a consequence of its Commitment(s)Commitments, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the AgentApplicable Agent of such Company), the Borrowers such Company shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not . (c) If a Company would be required to compensate pay additional amounts to any Lender or L/C Issuer of its Applicable Lenders pursuant to this Section for any amounts incurred more than 180 days prior to the date that subsection 3.03, then each such Lender or L/C Issuer notifies and the Borrower Representative, in writing of the amounts and Applicable Agent of such Lender’s or L/C Issuer’s intention Company shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to claim compensation thereof; provided, further, that if change the event giving rise jurisdiction of its Lending Office so as to eliminate my such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.additional

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine Bank determines that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore 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, of any law or regulation or (ii) the compliance by that Bank 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 or L/C Issuer Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in Letters of Credit, or, in the case of Issuing Bank, any increase in the cost to Issuing Bank of agreeing to issue, issuing or maintain 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 Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) 30 days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided, provided that the Borrowers -------- Borrower shall not be required to compensate pay any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior such amount to the date extent that such Lender amount is reflected in changes in the Base Rate, the Offshore Rate or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and other fees or charges of such Lender’s or L/C Issuer’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 thereofBank. (b) If any Lender or L/C Issuer Bank 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 such Lender or L/C Issuer the Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, Bank with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Bank or any entity corporation controlling such Lender or L/C Issuer the Bank and (taking into consideration such Lender’s Bank's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) 30 days of demand of such Lender or L/C Issuer (with a copy Bank to the Borrower through the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Bank, from time to time as specified by such Lender or L/C Issuerthe Bank, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Bank for such increase; provided, provided that the Borrowers Borrower -------- shall not be required to compensate pay any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior such amount to the date extent that such Lender or L/C Issuer notifies amount is reflected in changes in the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofBase Rate.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, determines that due to either (i) the introduction of, after the Closing Date of or any change in, or after the Closing Date in the interpretation of, of any law or regulation or (ii) the compliance by that Lender with any new guideline or request after the Closing Date 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 or L/C Issuer of agreeing to make or making, funding funding, or maintaining any LIBOR LIBO Rate Revolving Loans or (excluding, for purposes of issuing or maintain this Section 5.3 any Letter of Creditsuch increased costs relating to Taxes as to which Section 5.1 shall govern), then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: 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 , or (iv) compliance by such Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the such Lender or L/C Issuer, with any new Capital Adequacy Regulation; Regulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer any corporation or any other entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitments, loans, credits credits, or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Borrowers through the Administrative Agent), the Borrowers shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine that, due to either (i) reasonably determines that as a result of the introduction of, of or any change in, or in the interpretation of, of any law or regulation implemented by a Governmental Authority, or (ii) the such Lender’s compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)therewith, in each case after the case of either clause (i) or (ii) subsequent to the date hereofEffective Date, there shall be any an actual increase in the cost (excluding in each case for purposes of this Section 4.3(a), any such increased costs resulting from Taxes, as to which Section 4.1 shall govern) to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Revolving Loans or of issuing or maintain any Letter of CreditBA Equivalent Loans, then the Borrowers shall be liable for, and shall promptly upon receipt of a written notice from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand notice to be sent to the Agent), the applicable Borrower shall pay to the Agent for the account of such Lender or L/C IssuerLender, such additional amounts as are sufficient to compensate such Lender for such increased costs. Payment required under Section 4.3(a) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim, which written demand must be made within one hundred eighty (180) days of the date the Lender, or L/C Issuer for the Agent, as applicable, first became aware of such increased costs; provided, that however, to the Borrowers extent any such increase has retroactive effect beyond such one hundred eighty (180) days, applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any pay increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofarising therefrom. (b) If any Lender or L/C Issuer shall have reasonably 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 such Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the such Lender or L/C Issuer, with any Capital Adequacy RegulationRegulation required by such introduction or change, in each case after the Effective Date (including, for greater certainty, any such introduction or change having consequences of retroactive affect; provided, however, that a Loan Party shall not be responsible for any compensatory amounts under this Section 4.3(b) for any period prior to the Effective Date), affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer any corporation or any other entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Revolving Credit Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days from time to time, promptly upon receipt of demand of a written notice from such Lender or L/C Issuer (with a copy to the applicable Borrower through the Agent), the Borrowers such Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, in each case, except to the extent that such increased capital requirements have already been taken into account in the Borrowers interest rates applicable under this Agreement. Payment required under this Section 4.3(b) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim. (c) In connection with any notice from a Lender to a Borrower to pay an additional amount as contemplated in clauses (a) and (b) above: (i) such Lender shall not be required to compensate any Lender or L/C Issuer pursuant to this Section make a claim for any amounts incurred more than 180 days prior to under clauses (a) or (b) above from such Borrower unless the date that such Lender or L/C Issuer notifies the Borrower Representative, is making claims of its customers in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise similar circumstances to such increase is retroactive, then the 180-day period referred Borrower generally; and (ii) any determination or allocation made pursuant to clauses (a) or (b) above shall be extended to include made on a reasonable basis and in the period case of retroactive effect thereofany allocation amongst the various borrowers of the Lender, such allocation shall be made in a fair and equitable manner.

Increased Costs and Reduction of Return. (a) If After the date hereof, if any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurocurrency Rate) in or in the interpretation of, of any law or regulation or (ii) the compliance by such 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans Eurocurrency 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 issuing agreeing to make or maintain making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrowers applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 After the date hereof, if any Lender or L/C Issuer 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 such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of any of its Commitment(s)Commitments, loans, credits Loans or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers applicable Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers . (c) This SECTION 4.3 shall not be required require either Borrower to compensate reimburse the Administrative Agent or any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to Taxes which are otherwise covered by the date that such Lender indemnity set forth in SECTION 4.1 or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofany Excluded Taxes.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, of any law or regulation after the Effective Date or (ii) the compliance by such 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in Letters of Credit, or, in the case of an Issuer, any increase in the cost to such Issuer of agreeing to issue, issuing or maintain 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 Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: that (i) the introduction of any Capital Adequacy Regulation; Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation; Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation after the Effective Date by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or thereof or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers Company shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine reasonably determines that, due to either (i) the introduction of, of or any change in, (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, 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, but which lenders in such jurisdiction generally recognize as 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintain 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 Borrowers shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer on the Borrowers' Representative (with a copy of such demand to be sent to the appropriate Agent), pay to the such Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 Lender, the Overdraft Bank or L/C Issuer the Issuing Bank shall have reasonably 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 such Lender Lender, the Overdraft Bank or L/C Issuer the Issuing Bank (or its Lending Office) or any entity corporation controlling such Lender, the Lender Overdraft Bank or L/C Issuer, the Issuing Bank with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Issuing Bank or any entity corporation controlling such Lender or L/C Issuer the Issuing Bank and (taking into consideration such Lender’s 's, the Overdraft Bank's or the Issuing Bank's, as applicable, or such entities’ corporation's policies with respect to capital adequacy and such Lender’s 's, the Overdraft Bank or L/C Issuer’s the Issuing Bank's, as applicable, desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, L/C Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender Lender, the Overdraft Bank or L/C Issuer (with a copy the Issuing Bank to the Borrowers' Representative through the Agent), the Borrowers shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender Lender, the Overdraft Bank's or L/C Issuerthe Issuing Bank, as applicable, additional amounts sufficient to compensate such Lender or L/C Issuer (the Lender, the Overdraft Bank or the entity controlling the Lender or L/C Issuer) Issuing Bank for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer shall determine that, due to either (i) reasonably determines that as a result of the introduction of, of or any change in, or in the interpretation of, of any law or regulation implemented by a Governmental Authority, or (ii) the such Lender’s compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)therewith, in each case after the case of either clause (i) or (ii) subsequent to the date hereofClosing Date, there shall be any an actual increase in the cost (excluding in each case for purposes of this Section 4.3(a), any such increased costs resulting from Taxes, as to which Section 4.1 shall govern) to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Revolving Loans or of issuing or maintain any Letter of CreditBA Equivalent Loans, then the Borrowers shall be liable for, and shall promptly upon receipt of a written notice from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand notice to be sent to the Agent), the Borrower shall pay to the Agent for the account of such Lender or L/C IssuerLender, such additional amounts as are sufficient to compensate such Lender for such increased costs. Payment required under Section 4.3(a) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim, which written demand must be made within one hundred eighty (180) days of the date the Lender, or L/C Issuer for the Agent, as applicable, first became aware of such increased costs; provided, that however, to the Borrowers extent any such increase has retroactive effect beyond such one hundred eighty (180) days, Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any pay increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofarising therefrom. (b) If any Lender or L/C Issuer shall have reasonably 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 such Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the such Lender or L/C Issuer, with any Capital Adequacy RegulationRegulation required by such introduction or change, in each case after the Closing Date (including, for greater certainty, any such introduction or change having consequences of retroactive affect; provided, however, that a Loan Party shall not be responsible for any compensatory amounts under this Section 4.3(b) for any period prior to the Closing Date), affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer any corporation or any other entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Revolving Credit Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days from time to time, promptly upon receipt of demand of a written notice from such Lender or L/C Issuer (with a copy to the Borrower through the Agent), the Borrowers Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, in each case, except to the extent that such increased capital requirements have already been taken into account in the Borrowers interest rates applicable under this Agreement. Payment required under this Section 4.3(b) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim. (c) In connection with any notice from the Lender to the Borrower to pay an additional amount as contemplated in clauses (a) and (b) above: (i) the Lender shall not be required to compensate any Lender or L/C Issuer pursuant to this Section make a claim for any amounts incurred more than 180 days prior under clauses (a) or (b) above from the Borrower unless the Lender is making claims of its customers in similar circumstances to the date that such Lender Borrower generally; and (ii) any determination or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s allocation made pursuant to clauses (a) or L/C Issuer’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 (b) above shall be extended to include made on a reasonable basis and in the period case of retroactive effect thereofany allocation amongst the various borrowers of the Lender, such allocation shall be made in a fair and equitable manner.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 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 hereofInitial Closing Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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) above subsequent to the date hereof, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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 and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) and/or a change in a Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C LC Issuer 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 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, (x) there shall be any increase in the cost to such Lender or L/C LC Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of CreditCredit or (y) such Lender or LC Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C LC Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C LC Issuer, as applicable, additional amounts as are sufficient to compensate such Lender or L/C Issuer LC Issuer, as applicable for such increased costscosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C LC Issuer pursuant to this Section 3.10(a) for any increased costs or Taxes incurred more than 180 days prior to the date that such Lender or L/C LC Issuer notifies the Borrower Borrowing Representative, in writing of the increased costs and of such Lender’s or L/C LC Issuer’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 or L/C LC 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 such Lender or L/C LC Issuer (or its Lending Office) or any entity controlling the such Lender or L/C LC Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C LC Issuer or any entity controlling such Lender or L/C LC Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C LC Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C LC Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C LC Issuer, as applicable, from time to time as specified by such Lender or L/C LC Issuer, additional amounts sufficient to compensate such Lender or L/C LC Issuer (or the entity controlling the such Lender or L/C LC Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any such Lender or L/C LC Issuer pursuant to this Section 3.10(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C LC Issuer notifies the Borrower Borrowing Representative, in writing of the amounts and of such Lender’s or L/C LC Issuer’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 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 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 this Section 3.10 and/or a change in Capital Adequacy Regulation under this Section 3.10, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, due to either (i) the introduction of, or any change in, or in the interpretation by the applicable Governmental Authority of, any law or regulation or (ii) the compliance 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any a Lender or L/C Issuer pursuant to this Section subsection for any increased costs incurred more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing 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 or L/C Issuer’s 's intention to claim compensation thereoftherefor; providedprovided further that, furtherif such law, that if the circumstance 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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C IssuerLender, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any a Lender or L/C Issuer pursuant to this Section subsection for any amounts such increase incurred more than 180 one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts Capital Adequacy Regulation giving rise to such increase and of such Lender’s or L/C Issuer’s 's intention to claim compensation thereoftherefor; providedprovided further that, further, that if the event 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 or L/C Issuer shall determine determines that, due to either (i) the introduction 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, any law or regulation or (ii) the compliance by 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), 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans Loans, or of issuing or maintain any Letter participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C Issuer, such additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: 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 , or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) ), or any entity corporation controlling the Lender or L/C Issuersuch Lender, with any Capital Adequacy Regulation; Regulation affects or would affect the amount of capital that such Lender or any corporation controlling such Lender is required or expected to be maintained by maintain, and such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of any of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty upon sixty (3060) days of demand days' notice from such Lender to Borrower through Administrative Agent, Borrower shall immediately pay to Administrative Agent, for the account of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C IssuerLender, from time to time as specified by such Lender or L/C IssuerLender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 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 hereofhereof and, in each case, other than any (x) Indemnified Tax or (y) Tax described in clause (a)(2), (b), (c), or (d) of the definition of Excluded Tax, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers no Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 to the contrary herein, (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 and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to be a change in a Requirement of Law under clause (a) above or a change in a Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3 for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3 for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 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 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, 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), 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or of issuing or maintain any Letter of CreditLoans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) 10 days of after demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Post-Petition Agent), pay to the Post-Petition Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have determined that: 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; , (iii) any change after the Effective 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 , or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity corporation controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Borrower through the Post-Petition Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 on or after the date hereof any Lender or L/C Issuer Bank shall determine that, due to and as a direct result of either (i) the introduction of, of or any change in, (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, of any law or regulation or (ii) the compliance 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 or L/C Issuer Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any LIBOR Offshore Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 after the date hereof any Lender or L/C Issuer Bank 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 thereof (including any determination by any such central bank or other Governmental Authority that for purposes of Capital Adequacy Regulations, the Revolving Commitments do not constitute commitments with an original maturity of one year or less), or (iv) compliance by such Lender or L/C Issuer Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuersuch Bank, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer Bank or any entity corporation controlling such Lender or L/C Issuer Bank and (taking into consideration such Lender’s Bank's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Revolving Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer Bank (with a copy to the Administrative Agent), the Borrowers Company shall upon demand pay to such Lender or L/C IssuerBank, from time to time as specified by such Lender or L/C IssuerBank, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Bank for such increase; provided, that . (c) If the Borrowers shall not be Company is required to compensate pay additional amounts to any Lender or L/C Issuer Bank pursuant to this Section for subsection 3.03(a) or (b), then such Bank shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any amounts incurred more than 180 days prior to such additional payment by the date that Company which may thereafter accrue if such Lender or L/C Issuer notifies change in the Borrower Representative, in writing of the amounts and judgment of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise Bank is not otherwise disadvantageous to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofBank.

Increased Costs and Reduction of Return. (a) If any the Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by the 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 after the date hereof, there shall be any increase in the cost to such the Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditCredit Extensions, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent)Lender, pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such the Lender or L/C Issuer for such increased costscosts in connection with the Obligations; providedprovided that, to the extent such increased costs are not specifically related to the Obligations, the Lender may not charge the Borrower under this Section 3.3(a) materially more than it is charging other similar customers of the Lender; provided further that the Borrowers Borrower shall not be required obligated to compensate pay any additional amounts which were incurred by the Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofrequest. (b) If any the Lender or L/C Issuer 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , in each case after the date hereof, affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such the Lender’s or such entities’ corporation’s policies with respect to capital adequacy and such the Lender’s or L/C Issuer’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 Commitment(s)the Commitment, loansCredit Extensions, credits or obligations under this AgreementAgreement to the Borrower, then, within thirty (30) days of upon demand of such the Lender or L/C Issuer (with a copy to the Agent)Borrower, the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; providedprovided that, to the extent such increased costs are not specifically related to the Obligations, the Lender may not charge the Borrower under this Section 3.3(b) materially more than it is charging other similar customers of the Lender; provided further that the Borrowers Borrower shall not be required obligated to compensate pay any additional amounts which were incurred by the Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 90 days prior to the date of such request. (c) In the event that such after the Effective Date the Lender shall be required to comply with any reserve ratio requirement or L/C Issuer notifies analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitment, the Borrower Representativeshall pay to the Lender an amount equal to the actual cost allocated to the Commitment by the Lender (as determined by the Lender in good faith, in writing which determination shall be conclusive absent manifest error), within 10 days from its receipt of the amounts and notice of such additional costs from the Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 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, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 18090-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 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 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 Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 hereofInitial Closing Date, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 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 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine Bank determines that, due to either (i) the introduction of, of or any change in, (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore 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, of any law or regulation or (ii) the compliance by that Bank 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 or L/C Issuer Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in Letters of Credit, or, in the case of an Issuing Bank, any increase in the cost to such Issuing Bank of agreeing to issue, issuing or maintain 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 Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) 30 days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the be sent to Agent), pay to the Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; , provided, however, that the Borrowers Borrower shall not be required to compensate pay any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior such amount to the date extent that such Lender amount is reflected in changes in the Base Rate, the Offshore Rate or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and other fees or charges of such Lender’s or L/C Issuer’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 thereofBank. (b) If any Lender or L/C Issuer Bank 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 such Lender or L/C Issuer the Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, Bank with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer the Bank or any entity corporation controlling such Lender or L/C Issuer the Bank and (taking into consideration such Lender’s Bank's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) 30 days of demand of such Lender or L/C Issuer (with a copy Bank to the Borrower through Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Bank, from time to time as specified by such Lender or L/C Issuerthe Bank, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) Bank for such increase; , provided, however, that the Borrowers Borrower shall not be required to compensate pay any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior such amount to the date extent that such Lender or L/C Issuer notifies amount is reflected in changes in the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofBase Rate.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s 's or L/C Issuer’s '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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ ' policies with respect to capital adequacy and such Lender’s 's or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s 's or L/C Issuer’s '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 any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, (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, 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or participating in Letters of Credit, or, in the case of either Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintain 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 Borrowers Company shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitments, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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.the

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law Requirement of Law (other than the imposition of, or regulation a change in rate of, any Indemnified Taxes, Connection Income Taxes or Excluded Tax) or (ii) the compliance 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 hereofClosing Date, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Applicable Agent), pay to the Applicable Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/L/ C Issuer (with a copy to the Applicable Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower RepresentativeBorrower, in writing of the amounts and of such Lender’s or L/C Issuer’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, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, 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 the Fronting Bank or any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change in, in or in the interpretation of, of - any law or regulation regulation, in each case after the date hereof, or (ii) the -- compliance by the Fronting Bank or 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 after the date hereof, there shall be any increase in the cost to the Fronting Bank or such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditCredit Extensions, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate the Fronting Bank or such Lender or L/C Issuer for such increased costs; provided -------- that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided, further, that the Borrowers -------- ------- Borrower shall not be required obligated to compensate pay any additional amounts which were incurred by the Fronting Bank or such Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 thereofrequest. (b) If the Fronting Bank or any Lender or L/C Issuer 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 Fronting Bank or such Lender or L/C Issuer (or its Lending -- Office) or any entity corporation controlling the Fronting Bank or such Lender or L/C Issuer, with any Capital Adequacy Regulation; , in each case after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Fronting Bank or such Lender or L/C Issuer any corporation controlling the Fronting Bank or any entity controlling such Lender or L/C Issuer and (taking into consideration the Fronting Bank or such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and the Fronting Bank or such Lender’s or L/C Issuer’s '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 Commitment(s)Commitment, loansCredit Extensions, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of the Fronting Bank or such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrowers Borrower shall pay to the Fronting Bank or such Lender or L/C IssuerLender, from time to time as specified by the Fronting Bank or such Lender or L/C IssuerLender, additional amounts sufficient to compensate the Fronting Bank or such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided that to the extent such increased costs are not -------- specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided, -------- further, that the Borrowers Borrower shall not be required obligated to compensate pay any additional amounts ------- which were incurred by the Fronting Bank or such Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofrequest.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine that, due to either (i) the introduction adoption or taking effect of, or any change in, or in the interpretation of, any law or regulation Requirement of Law or (ii) the compliance 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, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costscosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(a) for any increased costs incurred more than 180 120 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180120-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 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 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a1) If any Lender or L/C Issuer shall determine determines that, due to either (i) the introduction of, of or any change 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of CreditRevolving Loans, then the Borrowers Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that . If the Borrowers shall not be Borrower is required to compensate pay additional amounts to any Lender or L/C Issuer pursuant to this Section for 5.3(a) that increase the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office with respect to making LIBOR Revolving Loans so as to eliminate any such additional payment by the Borrower which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender. In the event that any one or more Lenders, pursuant to this Section 5.3(a) , incur any increased costs incurred more (other than 180 days prior increased costs to the date extent such increased costs are not a recurring cost) for which any such Lender demands compensation pursuant to this Section 5.3(a) which increases the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders and such Lender has not mitigated such costs within 60 days after receipt by such Lender from the Borrower of a written notice that such Lender's effective lending rate has so exceeded the effective lending rate of the other Lenders, then and in any such event, the Borrower may substitute another financial institution for such Lender which is reasonably acceptable to the Agent to assume the Commitment of such Lender and to purchase the Loans of such Lender hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans owing to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid fees and other amounts in respect of that Lender's Commitment and share of the Loans (other than any prepayment penalty or other premium; it being agreed that amounts payable under Section 5.4 are not prepayment penalties or other premiums). Upon such purchase such Lender shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Lender or L/C Issuer notifies would retain hereunder and under the other Loan Documents upon payment in full of all of the Obligations) and the replacement Lender shall succeed to the rights and benefits, and shall assume the obligations, of such Lender hereunder and thereunder. The Agent and the Lenders shall cooperate with the Borrower Representativeto amend the Loan Documents to reflect such substitution. In no event may the Borrower replace a Lender which is also an issuer of a Letter of Credit or Credit Support or whose Affiliate has issued a Letter of Credit or Credit Support unless (x) all Letters of Credit and Credit Support issued by such Lender and its Affiliates have expired or have been terminated or canceled and such Lender and/or Affiliate, as the case may be, shall have been reimbursed for all payments made by it under the Letters of Credit and Credit Support issued by it or (y) such Lender and/or Affiliate, as the case may be, shall have been indemnified in writing a manner satisfactory to it for any outstanding Letters of the increased costs Credit and Credit Support issued by it and other obligations, absolute or contingent, with respect to Letters of such Lender’s or L/C Issuer’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 thereofCredit and Credit Support issued by it. (b2) If any Lender or L/C Issuer 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 such the Lender or L/C Issuer (any corporation or its Lending Office) or any other entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer any corporation or any other entity controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's or other entity's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Borrower through the Agent), the Borrowers Borrower shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 any Lender or L/C Issuer 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 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 hereofhereof and, in each case, other than any (x) Indemnified Tax or (y) Tax described in clause (a)(2), (b), (c), or (d) of the definition of Excluded Tax, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing Issuing or maintain maintaining any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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) or compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers no Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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. Notwithstanding anything to the contrary herein, (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 and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to be a change in a Requirement of Law under clause (a) above or a change in a Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine reasonably determines 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintain 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 Borrowers relevant Borrower shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or L/C IssuerLender, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer shall have reasonably 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 <301> such Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the <302> such Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by <303> such Lender or L/C Issuer or any entity corporation controlling <304> such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired 's customary return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Borrowers relevant Borrower shall pay to <305> such Lender or L/C IssuerLender, from time to time as specified by <306> such Lender or L/C IssuerLender, additional amounts sufficient to compensate <307> such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) such corporation for such increase; provided. (c) Any provision of this Agreement stated to have effect on, after, or as from, the Commencement Date will, to the extent that the Borrowers shall provision relates to any currency of a state which is not be required a Participating Member State on the Commencement Date, have effect in relation to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than 180 days prior to that currency on the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 thereofon which <308> it becomes a Participating Member State.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain maintaining any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C 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 such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Agent), the Borrowers shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’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 after the date hereof any Lender or L/C Issuer 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 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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’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 or L/C Issuer 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 such the Lender or L/C Issuer (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such the Lender or L/C Issuer or any entity corporation controlling such the Lender or L/C Issuer and (taking into consideration such Lender’s 's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s or L/C Issuer’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s)Commitment, loans, credits or obligations under this Agreement, then, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy to the Company through the Agent), the Borrowers Company shall pay to such Lender or L/C Issuerthe Lender, from time to time as specified by such Lender or L/C Issuerthe Lender, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that . (b) Notwithstanding the Borrowers shall not be required to compensate foregoing Section 3.2(a) if any Lender or L/C Issuer fails to notify the Company of any event which will entitle such Lender to compensation pursuant to this Section 3.2 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 amounts incurred more than 180 days such increased cost or reduction of return arising prior to the date that which is 180 days before the date on which such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and Company of such Lender’s or L/C Issuer’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 thereofevent.

Increased Costs and Reduction of Return. (a) If any Lender or L/C Issuer shall determine Bank reasonably determines that, due to either (i) the introduction of, of or any change in, (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, of any law or regulation or (ii) the compliance by that Bank 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 or L/C Issuer Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or participating in Letters of issuing Credit or maintain Interim Note Guarantees, or, in the case of Issuing Bank, any increase in the cost to Issuing Bank of agreeing to Issue, Issuing or maintaining any Letter of Credit or of funding any drawing under any Letter of Credit, or, in the case of NationsBank, any increase in the cost to NationsBank of agreeing to maintain the Interim Note Guarantee of making payment under the Interim Note Guarantee, then the Borrowers Companies shall be liable for, and shall from time to time, within thirty (30) days of upon demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender or L/C IssuerBank, additional amounts as are sufficient to compensate such Lender or L/C Issuer Bank for such increased costs; provided, that the Borrowers no Company shall not be required obligated to compensate reimburse any Lender or L/C Issuer Bank for any cost incurred pursuant to this Section for any increased costs incurred more than 180 days prior to notice to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing Companies of the increased costs and incurrence of such Lender’s or L/C Issuer’s intention to claim compensation thereofcost; provided, further, except that if any change or compliance requirement described above shall have a retroactive application, the circumstance giving rise Companies shall be obligated to make such reimbursement with respect to such increased costs is retroactiveretroactive effect, then if such Bank shall give the 180-day period referred 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 above payment under this subsection shall be extended provide a certificate in reasonable detail as to include the period amount of retroactive effect thereofsuch payment to the requesting Company. (b) If any Lender or L/C Issuer Bank shall have reasonably 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 such Lender or L/C Issuer Bank (or its Lending Office) or any entity corporation controlling the Lender or L/C Issuer, such Bank with any Capital Adequacy Regulation; , affects or would affect the amount of capital required or expected to be maintained by such Lender or L/C Issuer Bank or any entity corporation controlling such Lender or L/C Issuer Bank and (taking into consideration such Lender’s Bank's or such entities’ corporation's policies with respect to capital adequacy and such Lender’s Bank's or L/C Issuer’s such corporation's desired return on capital) determines shall have determined that the amount rate of return on its or such controlling corporation's capital is increased as a consequence of its Commitment(s), loans, credits Commitment or obligations under this Agreementthe Loans made or Letters of Credit Issued or participated in or Interim Note Guarantee given 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, within thirty (30) days of upon demand of such Lender or L/C Issuer (with a copy Bank to the Agent)Companies, the Borrowers Companies shall pay to such Lender or L/C IssuerBank, from time to time as specified by such Lender or L/C IssuerBank, additional amounts sufficient to compensate such Lender Bank or L/C Issuer (or the entity such controlling the Lender or L/C Issuer) corporation for such increasereduction in rate of return; provided, that the Borrowers Companies shall not be required obligated to compensate reimburse any Lender or L/C Issuer Bank for any reduction on the rate of return on capital pursuant to this Section for any amounts incurred realized more than 180 days prior to notice to the date 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 Lender or L/C Issuer notifies reimbursement with respect to such retroactive effect, if such Bank shall give the Borrower RepresentativeCompanies 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. (c) Without limiting the foregoing but without duplication for any Associated Costs reimbursed pursuant to SECTION 5.3(a) OR (b), as to any Offshore Currency Loans denominated in writing British pounds sterling, the Companies will pay the Associated Costs. Any Bank requesting reimbursement under this SECTION 5.3(c) shall give the Companies written notice, including a detailed calculation, within 30 days of having notice of the amounts and incurrence of such Lender’s or L/C Issuer’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 thereofany Associated Costs.