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

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loan, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and determines that the amount of such capital is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement then, upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loan, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement then, upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

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

Increased Costs and Reduction of Return. (a) If any the Lender reasonably determines that, due to either (i) the introduction of of, or any change (other than in, or any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation or application of, any Requirement of any law or regulation, Law or (ii) the compliance by that the Lender with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining its Loan to the Company or to reduce any Eurodollar Rate Loanamount receivable hereunder (in either case other than payment on account of any Taxes referred to in Section 3.01 (Taxes) or any Excluded Taxes), then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent)demand, promptly pay to the Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such the Lender for such increased costscosts or reduced amount receivable. (b) If any the Lender shall have determined reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling Controlling the Lender and determines that the amount of such capital is increased as a consequence of its Commitment, Loans, credits Loan or obligations under this Agreement Agreement, then, upon demand of such the Lender to the Borrower through the AgentCompany, the Borrower Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that Lender Bank with any guideline or request made subsequent to the date of this Agreement from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank (not included in the calculation of the Eurodollar Reserve Percentage) of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate LoanLoans, then the Borrower shall be liable for, and shall from time to time, upon time within 30 days after demand (with a copy of such demand to be sent to the Agent), ) pay to the Agent Agent, for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling such Bank with any guideline or request made subsequent to the Lender date hereof with respect to any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) and such Bank determines that, as a result of any of the Lender and determines that foregoing, the amount of such capital is increased as a consequence of its Commitment, Loans, credits or other obligations under this Agreement Agreement, then, upon within 30 days after demand therefor accompanied by the certificate contemplated by Section 3.6 of such Lender Bank to the Borrower through the Agent, the Borrower shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for the cost any reduced return on such capital as a result of such increase.

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

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

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

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

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either (i) the introduction of of, or any change (other than in, or any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation or application of, any Requirement of any law or regulation, Law or (ii) the compliance by that Lender such Bank with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining its Loans to the Company or to reduce any Eurodollar Rate Loanamount receivable hereunder (in either case other than payment on account of taxes), then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), promptly pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costscosts or reduced amount receivable. (b) If any Lender shall have determined Bank reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and determines that the amount of such capital is increased as a consequence of its Commitment, Loans, credits Loans or obligations under this Agreement Agreement, then, upon demand of such Lender Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the LenderAdministrative Agent for the account of such Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender Bank for the cost of such increase.

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

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loan, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and determines that the amount of such capital is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement then, upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) as a result of the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulationregulation implemented by a Governmental Authority, or (ii) such Lender’s compliance therewith, in each case after 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)Effective 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 Indemnified Taxes or Other Taxes, as to which Section 4.1 shall govern) to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate LoanSOFR Revolving Loans or BA EquivalentCORRA Revolving Loans, then the Borrower shall be liable for, and shall from time to time, upon demand of such Lender (with a copy of such demand to be sent to the Agent), the Borrowers shall pay to the Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs. Payment required under this 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 and eighty (180) days of the date such costs were increased. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy or liquidity and such Lxxxxx’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Credit Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender from time to the Borrower through the Agenttime, the Borrower Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for the cost of such increase, in each case, except to the extent that such increased capital and liquidity requirements have already been taken into account in the 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.

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

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

Increased Costs and Reduction of Return. (a) If any the Lender determines that, that due to either (i) the introduction after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in after the calculation of the Eurodollar Rate) in or date hereof in the interpretation of any law or regulation, regulation or (ii) the compliance by that the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate LoanLIBOR Revolving Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent)demand, pay to the Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such the Lender for such increased costs. (b) If any the Lender shall have determined that (i) the introduction 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 (iv) compliance by the Lender (or its Lending Office) or any corporation or other entity controlling the Lender with any such Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation or other entity controlling the Lender and (taking into consideration its policies with respect to capital adequacy and the Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such the Lender to the Borrower through the AgentBorrowers, the Borrower Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

Increased Costs and Reduction of Return. (aA) If any Lender the Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation by a Governmental Authority, of competent jurisdiction, in each case after the date hereof, of any law or regulation, regulation or (ii) the compliance by that Lender the Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), which introduction, change or interpretation, imposes or modifies any reserve, special deposit or similar requirement or changes the basis on which taxes (other than taxes imposed on or measured by the net income of Bank or its applicable lending office) relating to the extension of the Loans hereunder, there shall be any increase in the cost to such Lender the Bank of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loan, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent)demand, pay to the Agent for the account of such Lender, Bank additional amounts as are sufficient to compensate such Lender the Bank for such increased costs. (bB) If any Lender the Bank shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Officeapplicable lending office) or any corporation controlling the Lender Bank with any Capital Adequacy RegulationRegulation after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and determines that the amount of such capital is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement then, upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.required

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) which is generally applicable to banks similarly regulated, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate LoanLoans 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 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 Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement Agreement; then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase as a consequence thereof. (c) If the cost Borrower is required to pay additional amounts to any Lender pursuant to this Section, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to minimize or eliminate any such additional payment by the Borrower which may thereafter accrue, if such change in the judgment of such increaseLender is not otherwise disadvantageous to such Lender.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateLIBO Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that Lender such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Eurodollar LIBO Rate LoanLoans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent delivered to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Officelending office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender Bank to the Borrower through the Administrative Agent, the Borrower shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation after the date of this Agreement 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)) effective after the date of this Agreement, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate LoanLoans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the date of this Agreement, (ii) any change in any Capital Adequacy RegulationRegulation after the date of this Agreement, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof after the date of this Agreement, or (iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy RegulationRegulation effective after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for the cost of such increase.

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

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either (i) the introduction of of, or any change (other than in, or any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation or application of, any Requirement of any law or regulation, Law or (ii) the compliance by that Lender such Bank with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining its Loans to the Company or to reduce any Eurodollar Rate Loanamount receivable hereunder (in either case other than payment on account of taxes), then the Borrower Company shall be liable for, and shall shall, from time to time, upon demand from such Bank (with a copy of such demand to be sent to the Administrative Agent), promptly pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costscosts or reduced amount receivable. (b) If any Lender shall have determined Bank reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and determines that the amount of such capital is increased as a consequence of its Commitment, Loans, credits Loans or obligations under this Agreement Agreement, then, upon demand of such Lender Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the LenderAdministrative Agent for the account of such Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender Bank for the cost of such increase. (c) Notwithstanding anything to the contrary herein, it is understood and agreed that the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all requests, rules, guidelines and directives relating thereto, all interpretations and applications thereof and any compliance by a Bank with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof.

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

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateLIBOR Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank or reduction of return of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate LoanLoans, -38- 45 then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender Bank to the Borrower Company through the Agent, the Borrower Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation after the Closing Date or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) introduced after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate LoanLIBOR Loans, then the each Borrower shall of such LIBOR Loans agrees to be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), to pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy RegulationRegulation introduced after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender to the Borrower Phar-Mor through the Agent, the each Borrower shall agrees to pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation, regulation after the date of this Agreement or (ii) the compliance by that Lender Bank with any guideline or request from any central bank Bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate LoanLoans 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 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 Borrower Company shall be liable for, and shall from time to time, upon demand in compliance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank Bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, in any such case, after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand in compliance with Section 4.07 of such Lender Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for the cost of such increase.

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation by any central bank or other Governmental Authority of any law or regulation, regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate LoanLoans or Eurocurrency Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the U.S. Agent), pay to the U.S. Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any change in any Capital Adequacy RegulationRegulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender to the Borrower Company through the U.S. Agent, the Borrower Company shall pay to the Lender, Lender from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

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

Increased Costs and Reduction of Return. (a) a. If any the Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case after the date hereof, there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate LoanLoans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent)demand, pay to the Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such Lender for such increased costs. (b) b. If any the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation or other entity controlling the Lender 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 Lender or any corporation or other entity controlling the Lender and (taking into consideration its policies with respect to capital adequacy and the Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such the Lender to the Borrower through the AgentXxxxx, the Borrower Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts reasonably sufficient to compensate the Lender for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority Body (whether or not having the force of law)) made, in the case of clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate LoanLoans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand (with a copy of such demand to be sent to the Agent)therefor by Lender, pay to the Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that 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 Body charged with the interpretation or administration thereof, or ; or (iv) compliance by the Lender (or its Lending Officelending office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration Lender's or such corporation's policies with respect to capital adequacy and Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitment(s), Loansloans, credits or obligations under this Agreement Agreement, then, within thirty (30) days of demand of Lender, Borrowers shall upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

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

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loan, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central NYDOCS01/1613908 25 bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement then, upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any the Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that the Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law), there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate LoanLoans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent)demand, pay to the Agent for the account of such Lender, such additional amounts as are sufficient to compensate such the Lender for such increased costs. (b) If any the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital capital, reserves, or special deposits required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital capital, reserves, or special deposits is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such the Lender to the Borrower through the AgentBorrower, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.3.

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

Increased Costs and Reduction of Return. (a) If any the Lender determines that, due to either (i) the introduction of or any change (other than in any change by way Requirement of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulationLaw, or (ii) the compliance by that the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawany Requirement of Law), there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate LoanRevolving Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent)demand, pay to the Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such the Lender for such increased costs. (b) If any the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration the Lender's or such corporation's policies with respect to capital adequacy) determines that the amount of such capital is increased as a consequence of its Commitmentthe Total Facility, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender to the Borrower through the AgentLender, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation after the date of this Agreement or (ii) the compliance by that Lender with any guideline or request after the date of this Agreement from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate LoanLoans (except for any such reserve requirement reflected in the Eurodollar Reserve Percentage), 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 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 Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the date of this Agreement, (ii) any change in any Capital Adequacy RegulationRegulation after the date of this Agreement, (iii) any change after the date of this Agreement in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender to the Borrower Company through the Agent, the Borrower Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

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

Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation after the Closing Date or (ii) the compliance by that Lender 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), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate LoanRevolving Loans, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that that: Closing Date; Date; (i) the introduction of any Capital Adequacy Regulation, Regulation after the (ii) any change in any Capital Adequacy Regulation, Regulation after the Closing (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 the Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation, Regulation issued after the Closing Date; affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitment, Revolving Loans, Letter of Credit Commitment, participation in the Letters of Credit, credits or obligations under this Agreement Agreement, then, upon demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase. (c) Before giving any notice to the 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 giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise materially disadvantageous to the Lender.

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

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loan, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement then, upon demand of such Lender to the Borrower through the Agent, the Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.. NYDOCS02/1119845

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Base Rate or the Eurodollar RateRate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation, regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate LoanLoans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) such Bank determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender Bank to the Borrower Company through the Agent, the Borrower Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for the cost of such increase. (c) The Company shall not be required to compensate a Bank pursuant to this Section 3.3 for any increased costs incurred more than 180 days prior to the date that such Bank notifies the Company of the change of law or circumstance giving rise to such increased costs and of such Bank's intention to claim compensation therefor; provided that, if the change of law or circumstance giving rise to such increased costs is retroactive, that such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation, regulation after the date of this Agreement or (ii) the compliance by that Lender with any guideline or request after the date of this Agreement from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate LoanLoans (except for any such reserve requirement reflected in the Eurodollar Reserve Percentage), 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 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 Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the date of this Agreement, (ii) any change in any Capital Adequacy RegulationRegulation after the date of this Agreement, (iii) any change after the date of this Agreement in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Xxxxxx's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon demand of such Lender to the Borrower Company through the Agent, the Borrower Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for the cost of such increase.

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

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation, regulation after the date of this Agreement or (ii) the compliance by that Lender Bank with any guideline or request from any central bank Bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate LoanLoans 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 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 Borrower Company shall be liable for, and shall from time to time, upon within 10 days after demand in compliance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank Bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation, in any such case, after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy and such Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement Agreement, then, upon within 10 days after demand in compliance with Section 4.07 of such Lender Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for the cost of such increase.

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

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