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

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreement, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof), then the Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the 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, loans, credits or obligations under this Agreement, then, within 30 days after receipt by the Company of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate.

Increased Costs and Reduction of Return. (a) If any Bank reasonably --------------------------------------- determines that after the date of this Agreementthat, 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 Offshore Rate) date hereof in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained or participating in Letters of Credit, or, in the last sentence case of Section 3.4 hereof)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 such Bank shall promptly give notice to the Company Borrowers' Designee and the affected Borrower shall be liable for, and shall from time pay to timesuch Bank, within 30 15 days after of receipt by of the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand notice referred to be sent to the Agent), pay to the Agent for the account of such Bankabove, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient such Bank in its sole discretion shall determine) as shall be required to compensate such Bank for such increased costs; providedcosts or reductions in amounts received or receivable hereunder. To the extent the notice required by the preceding sentence and relating to the costs arising under this Section 4.3 is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this Section 4.3, however, that the Company such Bank shall not be liable entitled to compensation under this Section 4.3 for costs any amounts incurred more than 60 days before such demand was made, except or accrued prior to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination giving of such costs so charged is made in accordance with notice to the methodology set forth in such certificateBorrowers' Designee. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption introduction after the date of this Agreement hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, or (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank’s 's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, thenthe Company agrees to pay such Bank, within 30 15 days of the receipt of the notice referred to below, such additional amounts as shall be required to compensate such Bank for the increased cost to such Bank as a result of such increase of capital. In determining such additional amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation -------- under this subsection 4.3(b) shall, absent manifest error, be final and conclusive and binding on all parties hereto. Each Bank, upon determining that additional amounts will be payable pursuant to this subsection 4.3(b), will give prompt written notice thereof to the Borrowers' Designee, although the failure to give any such notice shall not release or diminish the Company's obligations to pay additional amounts pursuant to this subsection 4.3(b). To the extent the notice required by the immediately preceding sentence is given by any Bank more than 90 days after receipt by the Company occurrence of written demand (accompanied by a certificate showing the event giving rise to the additional costs of the type described in reasonable detail the calculation of such amount) made by this subsection 4.3(b), such Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that the Company shall not be liable entitled to compensation under this subsection 4.3(b) for costs any amounts incurred more than 60 days before such demand was made, except or accrued prior to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination giving of such costs so charged is made in accordance with notice to the methodology set forth in such certificateBorrowers' Designee.

Increased Costs and Reduction of Return. (a) If any a Bank reasonably determines that after the date of this Agreementthat, 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 after the calculation of the Offshore Rate) date hereof in or in the interpretation of any law or regulation or (ii) the compliance by that the Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in issued after the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)date hereof, there shall be any increase in the direct cost to such the Bank in the cost of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained in the last sentence or to Issue, Issuing or maintaining any Letter of Section 3.4 hereof)Credit or unpaid drawing under any Letter of Credit, then the Company Co-Borrowers shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written upon demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any a Bank shall have reasonably determined that after the date of this Agreement (i) the adoption introduction of any guideline, request, directive, law, rule or regulation effective after the date of this Agreement of any Capital Adequacy Regulationhereof, (ii) any change in any Capital Adequacy Regulationguideline request, directive, law, rule or regulation after the date hereof, (iii) after the date hereof, any change in the interpretation or administration of any Capital Adequacy Regulation by guideline, request or directive of any central bank or other Governmental Authority charged with Authority, or any other law, rule or regulation, whether or not having the interpretation force of law, in each case, regarding capital adequacy or administration thereofliquidity of the Bank or of any corporation controlling the Bank, or (iv) the compliance by the Bank (or its Lending Officelending office) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in such guideline request, directive, law, rule or regulation effective after the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”)date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such the Bank’s or such corporation’s policies with respect to capital adequacy and such liquidity and the Bank’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, loans, credits or obligations under this AgreementAgreement (excluding for the purposes of this Section 4.02 any such increased costs or reduction in amount resulting from Excluded Taxes under the laws of which such Bank or such Issuing Bank is organized or has its lending office), then, within 30 days after receipt by the Company upon demand of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank to the Company through the AgentCo-Borrowers, the Company Co-Borrowers shall pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the such Bank for such increase; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except . Notwithstanding anything herein to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and further provided thatConsumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Company Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be liable deemed to be a change in law for increased costs only if such costs are also charged to a significant number purposes of similarly situated borrowers and this Section 4.02, regardless of the determination of such costs so charged is made in accordance with the methodology set forth in such certificatedate enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementthat, 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 Offshore Rate) date hereof in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)Loans, then such Bank shall promptly give notice to the Company Borrower's Designee and the Borrower shall be liable for, and shall from time pay to timesuch Bank, within 30 15 days after of receipt by of the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand notice referred to be sent to the Agent), pay to the Agent for the account of such Bankabove, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient such Bank in its sole discretion shall determine) as shall be required to compensate such Bank for such increased costs; providedcosts or reductions in amounts received or receivable hereunder. To the extent the notice required by the preceding sentence and relating to the costs arising under this Section 4.3 is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this Section 4.3, however, that the Company such Bank shall not be liable entitled to compensation under this Section 4.3 for costs any amounts incurred more than 60 days before such demand was made, except or accrued prior to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination giving of such costs so charged is made in accordance with notice to the methodology set forth in such certificateBorrower's Designee. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption introduction after the date of this Agreement hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, or (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank’s 's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, thenthe Borrower agrees to pay such Bank, within 30 15 days of the receipt of the notice referred to below, such additional amounts as shall be required to compensate such Bank for the increased cost to such Bank as a result of such increase of capital. In determining such additional amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation under this subsection 4.3(b) shall, absent manifest error, be final and conclusive and binding on all parties hereto. Each Bank, upon determining that additional amounts will be payable pursuant to this subsection 4.3(b), will give prompt written notice thereof to the Borrower's Designee, although the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this subsection 4.3(b). To the extent the notice required by the immediately preceding sentence is given by any Bank more than 90 days after receipt by the Company occurrence of written demand (accompanied by a certificate showing the event giving rise to the additional costs of the type described in reasonable detail the calculation of such amount) made by this subsection 4.3(b), such Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that the Company shall not be liable entitled to compensation under this subsection 4.3(b) for costs any amounts incurred more than 60 days before such demand was made, except or accrued prior to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination giving of such costs so charged is made in accordance with notice to the methodology set forth in such certificateBorrower's Designee.

Increased Costs and Reduction of Return. (a) If any the Bank reasonably determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that the Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such the Bank (other than income or other taxes) of agreeing to make issue or making, funding issuing or maintaining any Offshore Rate Loans (based on the assumption contained in the last sentence Letter of Section 3.4 hereof)Credit or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written three (3) Business Days following demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, such additional amounts as are sufficient to compensate such the Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to pay any amounts pursuant to clause (ii) of this paragraph to the extent that such costs result from any Change in Law having retroactive effect; and further provided that are incurred by reason of the Company shall be liable for increased costs only if such costs are also charged to a significant number gross negligence or willful misconduct of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificateBank. (b) If any the Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank (or its Lending Officeany office of the Bank issuing any Letter of Credit) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such the Bank’s or such corporation’s policies with respect to capital adequacy and such the Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this AgreementAgreement or the Letter of Credit, then, within 30 days after receipt by three (3) Business Days following demand of the Company of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank to the Company through the AgentCompany, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that . (c) Any demand made by the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company Bank under this Section 3.02 shall be liable for accompanied by a written explanation from the Bank of the increased costs only if such costs are also charged to a significant number of similarly situated borrowers and or increased capital, as the determination of such costs so charged is made in accordance with the methodology set forth in such certificatecase may be.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementshall 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 Offshore Rate) in or in the interpretation of any law or regulation Requirement of Law or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or of making, funding or maintaining any Offshore Rate LIBOR Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)hereunder, then the Company shall be liable for, and shall from time to time, within 30 days after receipt upon written demand therefor by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts Bank (with a copy of such demand to be sent to the Agent), which demand shall set forth the basis of such increased cost in reasonable detail, pay to the Agent for the account of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance with any Capital Adequacy Regulation by the such Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i)such Bank, (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank’s 's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement), then, within 30 days after receipt by the Company of upon written demand of such Bank (accompanied by with a certificate showing copy to the Agent), which demand shall set forth in reasonable detail the calculation of basis for any such amount) made by such Bank to the Company through the Agentincrease in required capital, the Company shall immediately pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the such Bank for such increase; provided. (c) If any Bank shall have determined that any of the events described in Sections 3.03(a) or 3.03(b) affects or would affect an increase in cost or reduction of return resulting in additional Obligations hereunder, howeversuch Bank shall, that with reasonable promptness, notify the Company and the Agent of such determination, PROVIDED that no failure to do so shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, relieve the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificateany Obligation hereunder.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation regulation, or (ii) the compliance by that such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Eurodollar Loans (based on which increase is not otherwise reflected in amounts payable by the assumption contained in the last sentence of Section 3.4 hereofCompany hereunder), then the Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which upon demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank, such additional amounts as are sufficient sufficient, in the good faith judgment of such Bank, to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 (iviii) compliance by the such Bank (or its Lending Office) or any corporation controlling the such Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by such Bank, such Bank shall promptly after its determination of such occurrence give notice to the Company of (a) the occurrence thereof, and (b) the additional amount payable by the Company which in such Bank's reasonable determination will compensate such Bank or any such corporation controlling such Bank for such reduction and, subject to the further terms of this paragraph, such amount shall be due and payable by the Company to such Bank and (taking into consideration at the time of such Bank’s or such corporation’s policies with respect notice. If, at the time of notice to capital adequacy the Company that amounts are due under this subsection 3.3(b), the Company and such Bank’s desired return on capital) determines that Bank disagree as to the amount of amounts payable, then the Company and such capital is increased as a consequence of its Commitment, loans, credits or obligations under this AgreementBank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Bank for such reduction. If the Company and such Bank are unable to agree to such adjustment, then, within 30 days after receipt by unless the Company of written demand Commitments shall have been terminated or any amount on which adjustments are to be made under this subsection 3.3(b) has been prepaid in full, as the case may be, commencing on the thirty first (accompanied by a certificate showing in reasonable detail 31st) day following such notice (but not earlier than the calculation effective date of such amount) made by such Bank to the Company through the Agentintroduction, change or compliance), the Company fees payable hereunder shall pay to the increase by an amount which will, in such Bank's reasonable determination, from time to time as specified by the Bank, additional amounts sufficient to compensate the such Bank for such increase; providedreduction, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the Bank's determination of such costs so charged is made in accordance with amount to be conclusive and binding on the methodology set forth in Company, absent manifest error. In determining such certificateamount, such Bank or such corporation controlling such Bank may use any reasonable methods of averaging, allocating or attributing such reduction among their respective customers.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after After the date of this Agreementhereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained Loan or participating in Letters of Credit or, in the last sentence case of Section 3.4 hereof)the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which upon demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such BankLender, such additional amounts as are sufficient to compensate such Bank Lender for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If After the date hereof, if any Bank Lender shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 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, then, within 30 days after receipt by the Company of written upon demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank Lender to the Company through the Administrative Agent, the Company shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase; provided, however, that . (c) This Section 4.3 shall not require the Company shall not be liable to reimburse the Administrative Agent or any Lender for costs incurred more than 60 days before such demand was made, except to any Taxes which are otherwise covered by the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology indemnity set forth in such certificateSection 4.1 or any Excluded Taxes.

Increased Costs and Reduction of Return. (a) If any Bank reasonably Lender determines that after the date of this Agreement, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in made after the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)date of this Agreement, there shall be any increase in the direct cost to such Bank Lender of agreeing to make or making, funding funding, or maintaining any Offshore LIBOR Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)Revolving Loans, then the Company Borrowers shall be liable for, and shall from time to time, within 30 days after receipt three Business Days of demand by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such BankLender, such additional amounts as are sufficient to compensate such Bank Lender for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank Lender shall have reasonably determined that (to the extent it occurs after the date of this Agreement Agreement) (i) the adoption after the date of this Agreement 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 Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such BankLender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such BankLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits credits, or obligations under this Agreement, then, within 30 days after receipt three Business Days of demand by the Company of written demand such Lender (accompanied by with a certificate showing in reasonable detail the calculation copy of such amount) made by such Bank demand to be sent to the Company through the Administrative Agent), the Company Borrowers shall pay to the BankAdministrative Agent, for the account of such Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate.

Increased Costs and Reduction of Return. (a) 3.3.1 If any Bank reasonably determines that after the date of this Agreementthat, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of of, any law or regulation occurring after the date of this Agreement or (ii) the compliance by that such Bank (or its Lending Office) with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in imposed after the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)date hereof, there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)LIBOR Loans, then the Company Borrower shall be liable for, and shall from time to time, within 30 thirty (30) days after receipt of demand by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts Bank (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, -------- that the Company Borrower shall not be liable for costs incurred more than 60 days before such demand was made, except obligated to pay to the extent Administrative Agent, for the account of such Bank, any compensation attributable to any period prior to the date that is ninety (90) days prior to the date on which such costs result from Bank gave notice to the Borrower of the circumstance entitling such Bank to compensation. A Bank's statement claiming compensation under this Section 3.3.1 and setting ------------- forth the additional amounts to be paid hereunder shall, in the absence of manifest error, be conclusive and binding for all purposes so long as the amount claimed is calculated and charged in the same manner as such amounts are generally calculated and charged for such Bank's other similarly situated borrowers. Each Bank agrees promptly to notify the Borrower (with a copy to the Administrative Agent) of its actual knowledge of any Change in Law having retroactive effect; event that would entitle such Bank to compensation under this Section 3.3.1 (and further provided that the Company shall be liable for increased costs only if such costs are also charged agrees to ------------- designate a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its different Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s or such corporation’s policies Office with respect to capital adequacy its LIBOR Loans if such redesignation will avoid the need for, or reduce the amount of, any such compensation and will not, in the judgment of such Bank’s desired return on capital) determines that the amount of , be illegal or otherwise disadvantageous to such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, within 30 days after receipt by the Company of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase); providedprovided further, however, that a Bank's failure ---------------- to give any such notice(s) shall not affect the Company Borrower's obligation to pay such additional amounts hereunder, except as otherwise expressly provided above. If any Bank claims compensation under this Section 3.3.1, the Borrower may at ------------- any time, upon at least four (4) Business Days' prior written notice to the Administrative Agent and such Bank, and upon payment of all amounts required under this Section 3.3.1 plus any prepayment fee required under Section 3.4, ------------- ---- ----------- prepay such Bank's LIBOR Loans or request that such Bank's LIBOR Loans be converted to Reference Rate Loans. 3.3.2 Borrower shall not be liable obligated to pay to the Administrative Agent, for costs incurred more than 60 the account of such Bank, any compensation attributable to any period prior to the date chat is ninety (90) days before prior to the date on which such demand was madeBank gives notice to the Borrower of the circumstance entitling such Bank to compensation. Each Bank agrees promptly to notify the Borrower (with a copy to the Administrative Agent) of any circumstances that would cause the Borrower to pay additional amounts pursuant to this Section 3.3.2; provided further, however, that a Bank's ------------- ---------------- failure to give any such notice(s) shall not affect the Borrower's obligation to pay such additional amounts hereunder, except to as otherwise expressly provided above. Notwithstanding the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided thatforegoing, the Company Borrower shall not be liable for increased costs only required to pay any amount to any Bank under this Section 3.3.2 if such costs are also charged Bank has previously ------------- received the compensation otherwise payable hereunder as a result of any other payment made by the Borrower to a significant number such Bank under any other section of similarly situated borrowers and this Agreement or under one of the determination of such costs so charged is made in accordance with the methodology set forth in such certificateother Loan Documents.

Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably and in good faith determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline promulgated by or any request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in each case after the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)Closing Date, there shall be any increase in the direct cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes that are covered by Section 3.01) to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)Loans, then the Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written promptly upon demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, such additional amounts as are sufficient to compensate such Bank Lender for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent provided that such costs result from any Change in Law having retroactive effect; and further provided that the Company Lender shall only be liable for increased costs only entitled to seek such additional amounts if such costs are also charged to a significant number Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers to whom it has extended credit (as certified by such Lender in the written demand required under this Section 3.30(a)). Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after the determination of such costs so charged is made in accordance with the methodology set forth in such certificatedate hereof. (b) If any Bank Lender reasonably and in good faith shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation (any event referred to Regulation, in each case after the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”)Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender’s or such corporation’s policies with respect to capital adequacy and such BankLender’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, then, within 30 thirty (30) days after receipt by the Company of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank Lender to the Company through the Agent, the Company shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers to whom it has extended credit (as certified by such Lender in the written demand required under this Section 3.03(b)); provided, howeverfurther, that the Company shall not be liable required to compensate a Lender for costs incurred any such increases in capital for any period more than 60 270 days before such demand was made, except prior to the extent that date such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if Lender delivers such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificatedemand.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Eurodollar Loans (based on which increase is not otherwise reflected in amounts payable by the assumption contained in the last sentence of Section 3.4 hereofCompany hereunder), then the Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which upon demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank, such additional amounts as are sufficient sufficient, in the good faith judgment of such Bank, to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 (iviii) compliance by the such Bank (or its Lending Office) or any corporation controlling the such Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by such Bank, such Bank shall promptly after its determination of such occurrence give notice to the Company of (a) the occurrence thereof, and (b) the additional amount payable by the Company which in such Bank's reasonable determination will compensate such Bank or any such corporation controlling such Bank for such reduction and, subject to the further terms of this paragraph, such amount shall be due and payable by the Company to such Bank and (taking into consideration at the time of such Bank’s or such corporation’s policies with respect notice. If, at the time of notice to capital adequacy the Company that amounts are due under this subsection 3.3(b), the Company and such Bank’s desired return on capital) determines that Bank disagree as to the amount of amounts payable, then the Company and such capital is increased as a consequence of its Commitment, loans, credits or obligations under this AgreementBank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Bank for such reduction. If the Company and such Bank are unable to agree to such adjustment, then, within 30 days after receipt by unless the Company of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank to the Company through the Agent, the Company Commitments shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from have been terminated or any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate.amount on

Increased Costs and Reduction of Return. (a) If any Bank reasonably the Lender determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance by that Bank the Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law) (any event referred to in after the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)date hereof, there shall be any increase in the direct cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)LIBOR Revolving Loans, then the Company Borrower shall be liable for, and shall from time to time, within 30 15 days after receipt by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, such additional amounts as are sufficient to compensate such Bank the Lender for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank the Lender shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 thereofthereof (in the case of items (i) through (iii), after the Closing Date), or (iv) compliance by the Bank (or its Lending Office) Lender or any corporation controlling the Bank Lender with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital capital, reserves, or special deposits required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 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, loans, credits or obligations under this Agreement, then, within 30 15 days after receipt by the Company of written demand (accompanied by a certificate showing in reasonable detail of the calculation of such amount) made by such Bank Lender to the Company through the AgentBorrower, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase; provided. Notwithstanding the foregoing, however, that the Company all such amounts shall not be liable for costs incurred more than 60 days before such demand was made, except subject to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number provisions of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificateSECTION 3.

Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably determines that after the date as a result of this Agreement, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation implemented by a Governmental Authority, or (ii) such Lender’s compliance therewith, in each case after the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)Effective Date, there shall be any an actual increase in the direct cost (excluding in each case for purposes of this Section 4.3(a), any such increased costs resulting from Taxes, as to which Section 4.1 shall govern) to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate LIBOR Revolving Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)or BA Equivalent Loans, then the Company shall be liable for, and shall promptly upon receipt of a written notice from time to time, within 30 days after receipt by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts Lender (with a copy of such demand notice to be sent to the Agent), the applicable Borrower shall pay to the Agent for the account of such BankLender, such additional amounts as are sufficient to compensate such Bank Lender for such increased costs. Payment required under Section 4.3(a) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim, which written demand must be made within one hundred eighty (180) days of the date the Lender, or the Agent, as applicable, first became aware of such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that any such costs result from any Change in Law having increase has retroactive effect; and further provided that the Company effect beyond such one hundred eighty (180) days, applicable Borrower shall be liable for pay increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificatearising therefrom. (b) If any Bank Lender shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation required by such introduction or change, in each case after the Effective Date (including, for greater certainty, any event referred such introduction or change having consequences of retroactive affect; provided, however, that a Loan Party shall not be responsible for any compensatory amounts under this Section 4.3(b) for any period prior to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”Effective Date), affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such BankLender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such BankLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitment, loans, credits or obligations under this Agreement, then, within 30 days after from time to time, promptly upon receipt by the Company of a written demand (accompanied by a certificate showing in reasonable detail the calculation of notice from such amount) made by such Bank Lender to the Company applicable Borrower through the Agent, the Company such Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was madein each case, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, increased capital requirements have already been taken into account in the Company interest rates applicable under this Agreement. Payment required under this Section 4.3(b) shall be liable for increased costs only if made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such costs are also charged amount and shall include reasonable supporting documentation authenticating the claim. (c) In connection with any notice from a Lender to a significant number Borrower to pay an additional amount as contemplated in clauses (a) and (b) above: (i) such Lender shall not make a claim for any amounts under clauses (a) or (b) above from such Borrower unless the Lender is making claims of similarly situated its customers in similar circumstances to such Borrower generally; and (ii) any determination or allocation made pursuant to clauses (a) or (b) above shall be made on a reasonable basis and in the case of any allocation amongst the various borrowers and of the determination of Lender, such costs so charged is allocation shall be made in accordance with the methodology set forth in such certificatea fair and equitable manner.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after After the date of this Agreementhereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained Loan or -50- 58 participating in Letters of Credit or, in the last sentence case of Section 3.4 hereof)any 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 Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which upon demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, such additional amounts as are sufficient to compensate such Bank Lender for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If After the date hereof, if any Bank Lender shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s 's policies with respect to capital adequacy and such Bank’s desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of any of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, within 30 days after receipt by the Company of written upon demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank Lender to the Company through the Agent, the Company shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase; provided, however, that . (c) This Section 4.3 shall not require the Company shall not be liable to reimburse the Agent or any Lender for costs incurred more than 60 days before such demand was made, except to any Taxes which are otherwise covered by the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology indemnity set forth in such certificateSection 4.1.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementshall 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 to the extent included in the calculation of the Offshore LIBO Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in ), enacted after the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)Closing Date, there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore LIBO Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)Advances, then the Company Borrowers shall be liable for, and shall from time to time, within 30 days after receipt upon demand therefor by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts Bank (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank (or its Lending Office) or any corporation controlling the Bank such Bank, with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank’s 's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 's desired return on capital) such Bank determines that the amount of such capital is increased as a consequence of its Commitmentcommitment to extend credit under this Agreement, or loans, advances, credits or obligations under this Agreement, then, within 30 days after receipt by the Company of written upon demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank (with a copy to the Company through the Administrative Agent), the Company Borrowers shall upon demand pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the such Bank for such increase; provided. Notwithstanding the above, however, that the Company Borrowers shall not be liable required to pay to any Bank any amount under this subsection 3.03(b) which reflects compensation for costs incurred such increased capital requirement which was effective more than 60 180 days before such demand was made, except prior to the extent that date of such costs result from any New demand, unless such increased capital -------------------------------------------------------------------------------- Page 43 -------------------------------------------------------------------------------- requirement is made retroactive by such (i) Capital Adequacy Regulation having retroactive effect; Regulation, (ii) change therein, (iii) change in the interpretation or administration thereof, or (iv) compliance with any Capital Adequacy Regulation. (c) Any Bank claiming reimbursement or compensation pursuant to this Section 3.03 shall deliver to the Borrowers, through the Company, (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the amount payable to such Bank under this Section 3.03 and further provided that, the Company basis therefor and such certificate shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination rebuttable presumptive evidence of such costs so charged is made in accordance with the methodology set forth in such certificateamount.

Increased Costs and Reduction of Return. (a) If any Bank reasonably Lender determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof)Loans, then the Company Borrowers shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which upon demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, such additional amounts as are sufficient to compensate such Bank the Lender for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank Lender shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank (or its Lending Office) Lender or any corporation controlling the Bank Lender with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital capital, reserves, or special deposits required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 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, loans, credits or obligations under this Agreement, then, within 30 days after receipt by the Company of written upon demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank Lender to the Company Borrowers through the Agent, the Company Borrowers shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase; provided. Notwithstanding the foregoing, however, that the Company all such amounts shall not be liable for costs incurred more than 60 days before such demand was made, except subject to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, provisions of SECTION 3.3 (c) The obligations of the Company Borrowers under this Section 6.3 shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers joint and the determination of such costs so charged is made in accordance with the methodology set forth in such certificateseveral.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Eurodollar Loans (based on which increase is not otherwise reflected in amounts payable by the assumption contained in the last sentence of Section 3.4 hereofCompany hereunder), then the Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which upon demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank, such additional amounts as are sufficient sufficient, in the good faith judgment of such Bank, to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 (iviii) compliance by the such Bank (or its Lending Office) or any corporation controlling the such Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by such Bank, such Bank shall promptly after its determination of such occurrence give notice to the Company of (a) the occurrence thereof, and (b) the additional amount payable by the Company which in such Bank's reasonable determination will compensate such Bank or any such corporation controlling such Bank for such reduction and, subject to the further terms of this paragraph, such amount shall be due and payable by the Company to such Bank and (taking into consideration at the time of such Bank’s or such corporation’s policies with respect notice. If, at the time of notice to capital adequacy the Company that amounts are due under this subsection 3.3(b), the Company and such Bank’s desired return on capital) determines that Bank disagree as to the amount of amounts payable, then the Company and such capital is increased as a consequence of its Commitment, loans, credits or obligations under this AgreementBank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Bank for such reduction. If the Company and such Bank are unable to agree to such adjustment, then, within 30 days after receipt by unless the Company of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) Commitments shall have been terminated or any amount on which adjustments are to be made by such Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate.under this subsection 3.3

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained or participating in Letters of Credit or Interim Note Guarantees, or, in the last sentence case of Section 3.4 hereof)Issuing Bank, any increase in the cost to Issuing Bank of agreeing to Issue, Issuing or maintaining any Letter of Credit or of funding any drawing under any Letter of Credit, or, in the case of NationsBank, any increase in the cost to NationsBank of agreeing to maintain the Interim Note Guarantee of making payment under the Interim Note Guarantee, then the Company Companies shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which upon demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the no Company shall be liable obligated to reimburse any Bank for increased costs only any cost incurred pursuant to this Section more than 180 days prior to notice to the Companies of the incurrence of such cost; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such reimbursement with respect to such retroactive effect, if such costs are also charged to a significant number of similarly situated borrowers and Bank shall give the determination Companies notice thereof within 30 days of such costs so charged is made Bank's having notice thereof. At the request of the Companies, any Bank claiming the right to payment under this subsection shall provide a certificate in accordance with reasonable detail as to the methodology set forth in amount of such certificatepayment to the requesting Company. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank (or its Lending Office) or any corporation controlling the such Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank’s 's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 's or such corporation's desired return on capital) determines shall have determined that the amount rate of return on its or such controlling corporation's capital is increased as a consequence of its Commitment, loans, credits Commitment or obligations under this Agreementthe Loans made or Letters of Credit Issued or participated in or Interim Note Guarantee given or participated in by such Bank is reduced to a level below that which such Bank or such controlling corporation could have achieved but for the occurrence of such circumstances, then, within 30 days after receipt by the Company upon demand of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank to the Company through the AgentCompanies, the Company Companies shall pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the such Bank or such controlling corporation for such increasereduction in rate of return; provided, however, that the Company Companies shall not be liable obligated to reimburse any Bank for costs incurred any reduction on the rate of return on capital pursuant to this Section realized more than 60 180 days before such demand was made, except prior to notice to the extent Companies of such reduction; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such costs result from any New Capital Adequacy Regulation having reimbursement with respect to such retroactive effect; , if such Bank shall give the Companies notice thereof within 30 days of such Bank's having notice thereof. In calculating any amounts payable hereunder, each Bank shall use any reasonable method of allocation and further provided thatattribution that it shall deem applicable. (c) Without limiting the foregoing but without duplication for any Associated Costs reimbursed pursuant to SECTION 5.3(a) OR (b), as to any Offshore Currency Loans denominated in British pounds sterling, the Company Companies will pay the Associated Costs. Any Bank requesting reimbursement under this SECTION 5.3(c) shall be liable for increased costs only if such costs are also charged to give the Companies written notice, including a significant number detailed calculation, within 30 days of similarly situated borrowers and having notice of the determination incurrence of such costs so charged is made in accordance with the methodology set forth in such certificateany Associated Costs.

Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that after the date of this Agreementthat, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to ), in each case imposed, announced or made after the preceding clause (i) or (ii) being referred to herein as a “Change in Law”)date hereof, there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption contained or participating in Letters of Credit, or, in the last sentence case of Section 3.4 hereof)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 Company shall be liable for, and shall from time to time, within 30 days after receipt by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate. (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the adoption after the date of this Agreement 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 Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to Regulation, in each case imposed or announced after the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”)date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s 's or such corporation’s 's policies with respect to capital adequacy and such Bank’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, within 30 days after receipt by the Company upon demand of written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) made by such Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate.