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

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

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

Increased Costs and Reduction of Return. (a) IfIf any Bank shall determine that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements to the extent included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsLIBO Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to ), enacted after the date hereofClosing Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar LIBO Rate Loans Advances, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank (with copy of such demand to be delivered through the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any such Bank (or its Lending Office) or any corporation controlling the Bank such Bank, with any Capital Adequacy Regulation, in each case occurring after the date hereof, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank (with a copy to the Borrower through the Administrative Agent), the Borrower shall upon demand pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the such Bank for such increase. Notwithstanding the above, the Borrower shall not be required to pay to any Bank any amount under this subsection 3.03(b) which reflects compensation for such increased capital requirement which was effective more than 180 days prior to the date of such demand, unless such increased capital requirement is made retroactive by such (i) Capital Adequacy 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 Borrower (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 the basis therefor and such certificate shall be rebuttable presumptive evidence of such amount.

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

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

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans (in each case, other than Taxes, which shall be governed exclusively by Section 5.1), then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender'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, upon written demand of such Bank Lender to the Borrower through the Agent, the Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to after the date hereof) Closing Date or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to after the date hereofClosing Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any change in any Capital Adequacy Regulation, in each case occurring Regulation after the date hereofClosing Date, 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 commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank to the Borrower Company through the Agent, the Borrower Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase. (c) The Company shall not be obligated to pay any amounts under subsection 3.03(a) or (b) to any Bank (i) unless such Bank shall have first notified the Company in writing that it intends to seek compensation from the Company pursuant to such subsection, and (ii) which are attributable to periods exceeding 90 days prior to the date of receipt by the Company of such notice.

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

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

Increased Costs and Reduction of Return. (a) IfIf any Lender determines, after the Effective Date, that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsLIBOR) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Loans, (except for any such increased cost resulting from taxes of any kind, including Taxes and Other Taxes, as to which Section 3.01 shall govern) then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined, after the Effective Date, that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporationLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction law or change announced prior regulation relating to the date hereofTaxes which shall be governed by Section 5.1) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not ), in effect prior to each case, after the later of the Agreement Date or the date hereofsuch Lender became a party to this Agreement, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate LIBOR Loans or BA Equivalent Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of or compliance with any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring case, after the later of the Agreement Date or the date hereofsuch Lender became a party to this Agreement, 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 commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Borrowers’ Agent through the Agent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either either: (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) Applicable Law or (ii) the compliance by any Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans Loan, then the Borrower shall be liable for, and shall from time to time, promptly upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), shall pay to the Administrative Agent (or, in the case of a payment in Pesos, to the Peso Agent) for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costscosts (calculated in accordance with Section 3.4). For the avoidance of doubt, this Section does not apply to Taxes (which are covered solely by Section 3.1). (b) If any Lender shall determine that: (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by any Bank such Lender (or its Lending Office) or any corporation Person controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender, its Lending Office or any corporation controlling the Bank such Person and (taking into consideration such BankLender’s, such Lending Office’s or such corporationPerson’s commercially reasonable policies with respect to capital adequacy and such BankLender’s or such corporationPerson’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, upon written demand of such Bank Lender to the Borrower through the Administrative Agent, the Borrower promptly shall pay to the Administrative Agent (or, in the case of a payment in Pesos, to the Peso Agent) for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to after the date hereof) hereof or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon within 10 days after demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any such Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring Regulation adopted after the date hereofClosing Date, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank to the Borrower through the Administrative Agent, the Borrower shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase.

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) regulation, or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not (excluding any costs resulting from reserve requirements taken into account in effect prior to the date hereofdefinition of LIBOR), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the 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 commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationLender’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, upon written demand of such Bank Lender to the Borrower Borrowers through the Agent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reduced returns incurred more than 180 days prior to the date that such Lender notifies the Borrowers’ Agent of the event giving rise to such increased costs or reduced returns and of such Lender’s intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reduced returns is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduction of Return. (a) IfIf any Lender (including any Lender in its capacity as an Issuing Bank) determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included described in Section 4.9 and other than a change in income tax rates or the calculation manner of the Eurodollar Rate or in respect computing income taxes of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsLender) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding funding, or maintaining any Eurodollar Rate Loans Borrowings or issuing or participating in Letters of Credit, then the if such Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, Borrower shall be liable for, and shall from time to time, upon demand five (5) days prior notice and receipt of a certificate described in Section 4.10 (with a copy of such demand notice and certificate to be delivered through the sent to Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, Regulation described in each case occurring after the date hereofclauses (i) through (iii) above, 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 BankLender’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporationLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loansLoans, credits Letters of Credit, or obligations under this Agreement, then, upon written demand five (5) days prior notice (accompanied by a certificate described in Section 4.10) of such Bank Lender to the Borrower through the Administrative Agent, the if such Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase. (c) Before giving any notice under this Section 4.6, the affected Lender shall designate a different Lending Office if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such Lender, be illegal or otherwise disadvantageous to such Lender.

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

Increased Costs and Reduction of Return. (a) IfIf on or after the date hereof any Bank shall determine that, due to and as a direct result of either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any Eurodollar Offshore Rate Loans Loans, or of agreeing to issue or participate in or issuing or participating in any Letters of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to be delivered through the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If after the date hereof any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any such Bank (or its Lending Office) or any corporation controlling the Bank such Bank, with any Capital Adequacy Regulation, in each case occurring after the date hereof, ; affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this AgreementAgreement (including its obligations in respect of Letters of Credit), then, upon written demand of such Bank (with a copy to the Borrower through the Administrative Agent), the Borrower Company shall upon demand pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the such Bank for such increase. (c) If the Company is required to pay additional amounts to any Bank pursuant to subsection 3.03(a) or (b), then such Bank shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any such additional payment by the Company which may thereafter accrue if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank.

Increased Costs and Reduction of Return. (a) IfIf a Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any the Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to issued after the date hereof, there shall be any increase in the cost to such the Bank in the cost of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans or to Issue, Issuing or maintaining any Letter of Credit or unpaid drawing under any Letter of Credit, then the Borrower Co-Borrowers shall be liable for, and shall from time to time, upon demand (such demand to be delivered through the Agent)demand, pay to the Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If a Bank shall have determined that (i) the introduction of any Capital Adequacy Regulationguideline, request, directive, law, rule or regulation effective after the date hereof, (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 any the Bank (or its Lending Officelending office) or any corporation controlling the Bank with any Capital Adequacy Regulationsuch guideline request, in each case occurring directive, law, rule or regulation effective after the 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 commercially reasonable policies with respect to capital adequacy and such liquidity and the Bank’s or such corporation’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, upon written demand of such Bank to the Borrower through the AgentCo-Borrowers, the Borrower Co-Borrowers shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the such Bank for such increase. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer 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 Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes of this Section 4.02, regardless of the date enacted, adopted or issued.

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

Increased Costs and Reduction of Return. (a) IfIf any Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) regulation, or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that (x) this subsection 3.03(a) shall not apply to matters covered by Section 3.01 and (y) any increase, subsequent to the date a Bank (or the Agent) became a party to this Agreement, in the rate or basis of computation of any tax imposed on or measured by its net income by the jurisdiction (or any political subdivisions thereof) under the laws of which such Bank or the Agent, as the case may be, is organized or maintains a lending office shall not result in increased costs for purposes of this subsection 3.03(a). (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s 's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank to the Borrower Company through the Agent, the Borrower Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Bank shall determine that, due to either (i) the introduction after the date hereof of, or and as a direct result of any change after the date hereof Change in Law (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereofOffshore Rate), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any Eurodollar Offshore Rate Loans (including any imposition or increase in taxes (other than (x) taxes imposed on or with respect to any payment made by or on account of any obligation of the Company under any Loan Document or (y) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to be delivered through the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) or shall have determined that any corporation controlling the Bank with any Capital Adequacy Regulation, Change in each case occurring after the date hereof, Law 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 or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loansLoans, credits or obligations under this Agreement, then, upon written demand of such Bank (with a copy to the Borrower through the Administrative Agent), the Borrower Company shall upon demand pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the such Bank for such increase. (c) If the Company is required to pay additional amounts to any Bank pursuant to subsection 3.03(a) or 3.03(b), then such Bank shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any such additional payment by the Company, which may thereafter accrue if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank. (d) For purposes of this Section 3.03, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement. Notwithstanding the foregoing, no Bank shall be entitled to seek compensation for costs imposed pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of such Bank at such time to seek compensation from other borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the applicable Bank is in fact generally seeking such compensation from such borrowers (and, upon any request by such Bank for payment, certifies to the Company to the effect of the foregoing).

Increased Costs and Reduction of Return. (a) IfIf any Lender reasonably determines that, due to either (i) the introduction after the date hereof of, or any change after the date hereof (other than in, or any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or application of, any Requirement of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) Law or (ii) the compliance by any Bank such Lender with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining its Loan to the Company or to reduce any Eurodollar Rate Loans amount receivable hereunder (in either case other than payment on account of any Taxes referred to in Section 3.01 (Taxes) or any Excluded Taxes), then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), promptly pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costscosts or reduced amount receivable. (b) If any Lender reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, 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 Controlling such Lender and (taking into consideration such Bank’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits Loans or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Administrative Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If, If any UK Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that UK Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank UK Lender of agreeing to make or making, funding or maintaining or participating in any Eurodollar Rate Loans UK LIBOR Revolving Loans, without duplication, then the Borrower UK Borrowers shall jointly and severally be liable for, and shall from time to time, upon within two UK Business Days of demand by such UK Lender (with a copy of such demand to be delivered through sent to the UK Agent), pay to the UK Agent for the account of such Bank UK Lender, additional amounts as are sufficient to compensate such Bank UK Lender for such increased costs. (b) If any UK Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such UK Lender or any corporation or other entity controlling the Bank such UK Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such UK Lender or any corporation or other entity controlling the Bank such UK Lender and (taking into consideration such BankUK Lender’s or such corporation’s commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationUK Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentUK Commitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank UK Lender to the UK Borrower Representative in respect of which such UK Lender has a UK Commitment through the UK Agent, the Borrower UK Borrowers shall pay to the Agent for the account of such BankUK Lender, from time to time as specified by the Bank or such controlling corporationUK Lender, additional amounts sufficient to compensate the Bank such UK Lender for such increase. (c) If any UK Obligor is required to pay additional amounts to any UK Lender pursuant to this Section, then such UK Lender shall, upon the request and at the expense of the UK Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such UK Obligor which may thereafter accrue, if such change, in the sole judgment of such UK Lender, (i) is not otherwise disadvantageous to such UK Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

Increased Costs and Reduction of Return. (a) IfIf any Bank determines that, due to either (i) the introduction after the date hereof of, the introduction of or any change after the date hereof (other than excluding any change by way of in the imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsdeposits but including any change in the imposition of or increase in reserve requirements applicable to eurocurrency funding) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to issued after the date hereof, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that after the date hereof (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any such Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s 's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s desired 's return on capitalcapital but for such change) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, upon written demand of such Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase. (c) No Bank shall be entitled to claim compensation under subsection (a) above for any period occurring more than 30 days prior to the first date such Bank has given notice to the Company of the demand for compensation under such subsection. No Bank shall be entitled to claim compensation under subsection (b) above for any period occurring more than 60 days prior to the first date such Bank has given notice to the Company of the demand for compensation under such subsection.

Increased Costs and Reduction of Return. (a) If, If the Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (such demand to be delivered through the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank the Lender for such increased costs. (b) If the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) the Lender or any corporation or other entity controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation or other entity controlling the Bank Lender and (taking into consideration such Bank’s the Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s the Lender'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, upon written demand of such Bank to the Borrower through the AgentLender, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Bank reasonably determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the direct cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans (based on the assumption contained in the last sentence of Section 3.4 hereof), then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Bank, such additional amounts as are sufficient to compensate such Bank for such increased costs; provided, however, that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers. (b) If any Bank shall have reasonably determined that (i) the introduction adoption of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s 's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand (accompanied by a certificate showing in reasonable detail the calculation of such amount) of such Bank to the Borrower Company through the Agent, the Borrower Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase; provided, however, that the Company shall be liable for costs incurred more than 60 days before such demand was made only to the extent that such Bank made such demand within 60 days after it became aware of such increase; and further provided that, the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers.

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

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

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding funding, or maintaining any Eurodollar LIBOR Rate Loans Revolving Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within three Business Days of demand by such Lender (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender'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, upon written within three Business Days of demand of by such Bank Lender to the Borrower Borrowers through the Administrative Agent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf the Lender reasonably determines that, due to either (i) the introduction after the date hereof of, or any change after the date hereof (other than in, or any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or application of, any Requirement of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) Law or (ii) the compliance by any Bank the Lender with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining its Loans to the Company or to reduce any Eurodollar Rate Loans amount receivable hereunder (in either case other than payment on account of taxes), then the Borrower Company shall be liable for, and shall shall, from time to time, upon demand (such demand to be delivered through from the Agent)Lender, promptly pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank the Lender for such increased costscosts or reduced amount receivable. (b) If the Lender reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, Regulation 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 Bank’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits Loans or obligations under this Agreement, then, upon written demand of such Bank the Lender to the Borrower through the AgentCompany, the Borrower Company shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase. (c) Notwithstanding anything to the contrary herein, it is understood and agreed that the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all requests, rules, guidelines and directives relating thereto, all interpretations and applications thereof and any compliance by the Lender with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof.

Increased Costs and Reduction of Return. (a) IfExcept as to taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges, and all liabilities with respect thereto (it being understood that the Company shall not have any liability for any taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges, and all liabilities with respect thereto, except as provided in Section 3.1), if any Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s 's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank to the Borrower Company through the Agent, the Borrower Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Bank shall determine that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements to the extent included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsLIBO Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to ), enacted after the date hereofClosing Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar LIBO Rate Loans Advances, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank (with copy of such demand to be delivered through the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any such Bank (or its Lending Office) or any corporation controlling the Bank such Bank, with any Capital Adequacy Regulation, in each case occurring after the date hereof, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall upon demand pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the such Bank for such increase. Notwithstanding the above, the Borrowers shall not be required to pay to any Bank any amount under this subsection 3.03(b) which reflects compensation for such increased capital requirement which was effective more than 180 days prior to the date of such demand, unless such increased capital -------------------------------------------------------------------------------- Page 43 -------------------------------------------------------------------------------- requirement is made retroactive by such (i) Capital Adequacy 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 the basis therefor and such certificate shall be rebuttable presumptive evidence of such amount.

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to after the date hereof) of this Agreement or (ii) the compliance by any Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to made after the date hereofof this Agreement, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding funding, or maintaining any Eurodollar LIBOR Rate Loans Revolving Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within three Business Days of demand by such Lender (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (to the extent it occurs after the date of this Agreement) (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the 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 commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationLender’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, upon written within three Business Days of demand by such Lender (with a copy of such Bank demand to be sent to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to the Agent Administrative Agent, for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf the Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any 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) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Revolving Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (such demand to be delivered through the Agent)demand, pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank the Lender for such increased costs. (b) If the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) the Lender or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank the Lender to the Borrower through the AgentBorrower, the Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase. Notwithstanding the foregoing, (i) all such amounts shall be subject to the provisions of Section 3.3, and (ii) if, as a result of the additional amounts required under this Section 6.3(b), the result is an increase in the otherwise applicable interest rate by at least one-half of one percent (.50%), then Borrower may, within ninety (90) days of the imposition of such additional amounts and upon giving Lender thirty (30) days notice in advance of its election to do so, terminate this Agreement and prepay all Obligations, such prepayment to be without premium or penalty except as provided in Section 6.4, if applicable.

Increased Costs and Reduction of Return. (a) IfIf any Lender shall determine that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not made, in effect prior the case of clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender (with a copy of such demand to be delivered through the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender, with any Capital Adequacy Regulation, in each case occurring after the date hereof, ; affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, upon written demand of such Bank to the Borrower through the Agent, the Borrower shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporation, additional amounts sufficient to compensate the Bank for such increase.on

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

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

Increased Costs and Reduction of Return. (a) IfIf the Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any 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) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (such demand to be delivered through the Agent)demand, pay to the Agent for the account of Lender, such Bank additional amounts as are sufficient to compensate such Bank the Lender for such increased costs. (b) If the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) the Lender or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank the Lender to the Borrower through the AgentBorrower, the Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.3.

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) regulation, or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not (excluding any costs resulting from reserve requirements taken into account in effect prior to the date hereofdefinition of LIBOR), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the 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 commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationLender’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, upon written demand of such Bank Lender to the Borrower Borrowers through the Agent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reduced returns incurred more than 180 days prior to the date that such Lender notifies the Borrowers’ Agent of the event giving rise to such increased costs or reduced returns and of such Lender’s intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reduced returns is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Agreement, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the Basel III and all requests, guidelines or directives in connection therewith are deemed to have gone into effect and adopted after the date of this Agreement.

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

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank such Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower Borrowers shall be liable for, and shall and, upon demand by such Lender from time to time, upon demand time to the Borrowers' Agent (such demand with a copy to be delivered through the Lenders' Agent), shall pay to the Agent for the account of such Bank Lender additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital capital, reserves, or special deposits 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 Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’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, thenthen each Borrower shall be liable for, and, upon written demand of such Bank to the Borrower through the Agent, the Borrower shall pay to the Agent for the account of such Bank, Lender from time to time as specified by to the Bank or Borrowers' Agent (with a copy to the Lenders' Agent), shall pay to such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of SECTION 3.3.

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (regulation, other than any such introduction or a change announced prior relating to taxes, as to which SECTION 4.1 shall be the date hereof) exclusive remedy, or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower through the Agent, the Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a) If, If any US Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that US Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank US Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans US LIBOR Revolving Loans, without duplication, then the Borrower US Borrowers shall jointly and severally be liable for, and shall from time to time, upon within two US Business Days of demand by such US Lender (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank US Lender, additional amounts as are sufficient to compensate such Bank US Lender for such increased costs. (b) If any US Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such US Lender or any corporation or other entity controlling the Bank such US Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such US Lender or any corporation or other entity controlling the Bank such US Lender and (taking into consideration such BankUS Lender’s or such corporation’s commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationUS Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentUS Commitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank US Lender to the US Borrower Representative in respect of which such US Lender has a US Commitment through the Administrative Agent, the Borrower US Borrowers shall pay to the Agent for the account of such BankUS Lender, from time to time as specified by the Bank or such controlling corporationUS Lender, additional amounts sufficient to compensate the Bank such US Lender for such increase. (c) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such US Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either either: (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) Applicable Law or (ii) the compliance by any Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans Loan, then the Borrower shall be liable for, and shall from time to time, promptly upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), shall pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costscosts (calculated in accordance with Section 3.4). For the avoidance of doubt, this Section 3.3 does not apply to Taxes which are covered solely by Section 3.1. (b) If any Lender shall determine that: (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by any Bank such Lender (or its Lending Office) or any corporation Person controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender, its Lending Office or any corporation controlling the Bank such Person and (taking into consideration such BankLender’s, such Lending Office’s or such corporationPerson’s commercially reasonable policies with respect to capital adequacy and such BankLender’s or such corporationPerson’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, upon written demand of such Bank Lender to the Borrower through the Administrative Agent, the Borrower promptly shall pay to the Administrative Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

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

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

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to 59 68 capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Company through the Agent, the Borrower Company shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar LIBOR Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation after the date hereof of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any that Bank with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Borrowings, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, Regulation described in each case occurring after the date hereofclauses (i) through (iii) above, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s '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, upon written demand of such Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Lender shall determine in good faith that, due to either (i) the introduction after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in in, or in the interpretation of of, any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) not in effect prior or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be delivered through the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined in good faith that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by any Bank such Lender (or its Lending Office) or any corporation controlling the Bank Lender, with any Capital Adequacy Regulation, in each case occurring after the date hereof, ; affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitment(s), loans, credits or obligations under this Agreement, then, upon written within thirty (30) days of demand of such Bank Lender (with a copy to the Borrower through the Agent), the Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a1) IfIf any Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar LIBOR Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any that Bank with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans then LIBOR Borrowings, then, so long as such Bank is imposing such costs generally on borrowers similarly situated with the Borrower Company, the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b2) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, Regulation described in each case occurring after the date hereofclauses (i) through (iii) above, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s '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, upon written demand of such Bank to the Borrower Company through the Agent, so long as such Bank is imposing such costs generally on borrowers similarly situated with the Borrower Company, the Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf any Lender shall determine that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not made, in effect prior the case of clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender (with a copy of such demand to be delivered through the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender, with any Capital Adequacy Regulation, in each case occurring after the date hereof, ; affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitment(s), loans, credits or obligations under this Agreement, then, upon written within 30 days of demand of such Bank Lender (with a copy to the Borrower through the Agent), the Borrower shall upon demand pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans (in each case, other than Taxes, which shall be governed exclusively by Section 5.1), then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the 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 commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporation▇▇▇▇▇▇’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, upon written demand of such Bank Lender to the Borrower Authorized Representative on behalf of the Borrowers through the Agent, the Borrower shall Borrowers shall, jointly and severally, pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

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

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

Increased Costs and Reduction of Return. (a) IfIf any Lender shall --------------------------------------- determine that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not made, in effect prior the case of clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender (with a copy of such demand to be delivered through the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender, with any Capital Adequacy Regulation, in each case occurring after the date hereof, ; affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitment(s), loans, credits or obligations under this Agreement, then, upon written within 30 days of demand of such Bank Lender (with a copy to the Borrower through the Agent), the Borrower shall upon demand pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

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

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

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

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

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

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

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

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

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to after the date hereof) of this Agreement or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost (excluding in each case for purposes of this Section 4.3(a), any such increased costs resulting from Taxes or Other Taxes, as to which Section 4.1 shall govern) to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Loans, then the applicable Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the applicable Borrower through the Agent, the such Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf any Lender reasonably determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the related Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s desired return on capitaladequacy) reasonably determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Culligan through the Administrative Agent, the Borrower Culligan shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase. (c) Each Lender shall give prompt notice to Culligan upon the relevant account officers of such Lender becoming aware of the existence of any circumstances which will give rise to a claim for compensation by such Lender under Section 4.3(a) or (b). In determining the amount of compensation under Section 4.3(a) or (b), each Lender will act reasonably and in good faith and use averaging or attribution methods which are fair and reasonable and will not demand any such compensation unless it is then generally demanding similar compensation (determined on substantially the same basis) from other substantial corporate borrowers similarly situated.

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

Increased Costs and Reduction of Return. (a) IfIf any Lender shall determine in good faith that, due to either (i) the introduction after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in in, or in the interpretation of of, any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) not in effect prior or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be delivered through the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined in good faith that: (i) the introduction of any Capital Adequacy Regulation, ; (ii) any change in any Capital Adequacy Regulation, ; (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or (iv) compliance by any Bank such Lender (or its Lending Office) or any corporation entity controlling the Bank Lender, with any Capital Adequacy Regulation, in each case occurring after the date hereof, ; affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporationLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitment(s), loans, credits or obligations under this Agreement, then, upon written within thirty (30) days of demand of such Bank Lender (with a copy to the Borrower through the Agent), the Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate such Lender (or the Bank entity controlling the Lender) for such increase.

Increased Costs and Reduction of Return. (a) IfIf after the date hereof any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsRate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) Law or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereofLaw), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans Loan, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If after the date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender'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 (including, without limitation, its obligations in respect of Letters of Credit and Swing Line Loans), then, upon written demand of such Bank Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf any Bank shall determine that, due to either (i) the introduction after the date hereof of, or and as a direct result of any change after the date hereof Change in Law (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereofEurocurrency Rate), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any Eurodollar Eurocurrency Rate Loans or Term SOFR Loans (or, in the case of any imposition or increase in taxes, any Loans) (including any imposition or increase in taxes (other than (x) withholding taxes imposed on or with respect to any payment made by or on account of any obligation of the Company under any Loan Document or (y) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or of agreeing to issue or participate in or issuing or participating in any Letters of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to be delivered through the Administrative Agent), pay to the Administrative Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. For the avoidance of doubt, this Section 3.03(a) does not apply to increased costs as a result of (A) taxes described in Section 3.01(a)(i), (ii) or (iii), (B) Taxes as defined in Section 3.01(a), or (C) Other Taxes. (b) If (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) or shall have determined that any corporation controlling the Bank with any Capital Adequacy Regulation, Change in each case occurring after the date hereof, Law 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 or such corporation’s commercially reasonable policies with respect to capital adequacy and liquidity and such Bank’s or such corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loansLoans, credits or obligations under this AgreementAgreement (including its obligations in respect of Letters of Credit), then, upon written demand of such Bank (with a copy to the Borrower through the Administrative Agent), the Borrower Company shall upon demand pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the such Bank for such increase. (c) If the Company is required to pay additional amounts to any Bank pursuant to subsection 3.03(a) or 3.03(b), then such Bank shall (at the request of the Company) use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Eurocurrency Rate Loans or Term SOFR Loans, as applicable, so as to eliminate any such additional payment by the Company, which may thereafter accrue if such change in the judgment of such Bank, would not subject such Bank to any unreimbursed cost or expense and is not otherwise disadvantageous to such Bank. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such designation. (d) For purposes of this Section 3.03, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement. Notwithstanding the foregoing, no Bank shall be entitled to seek compensation for costs imposed pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of such Bank at such time to seek compensation from other borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the applicable Bank is in fact generally seeking such compensation from such borrowers (and, upon any request by such Bank for payment, certifies to the Company to the effect of the foregoing). (e) The Company shall pay to each Bank, (i) as long as such Bank shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Bank shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Revolving Commitments or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Revolving Commitment or Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Bank. If a Bank fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

Increased Costs and Reduction of Return. (a) IfIf any Lender shall determine that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost (except for any increase relating to taxes) to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBO Rate Loans Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be delivered through the Administrative Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) . If (i) any Lender shall have determined that the introduction of any Capital Adequacy Regulationapplicable law, (ii) rule, regulation or guideline regarding capital adequacy, or any change in any Capital Adequacy Regulation, (iii) therein or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender, with any Capital Adequacy Regulationrequest, in each case occurring after guideline or directive regarding capital adequacy (whether or not having the date hereofforce of law) of any such central Lender or other authority, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations obligation under this Agreement, then, upon written demand of such Bank to the Borrower through the AgentLender, the Borrower Borrowers shall immediately pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (such demand with a copy to be delivered through the Agent), pay to the Agent for the account of such Bank Lender, such additional amounts as are sufficient to compensate such Bank the Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) the Lender or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank Lender to the Borrower Borrowers through the Agent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of SECTION 3.3 (c) The obligations of the Borrowers under this Section 6.3 shall be joint and several.

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost (not including any Taxes or Other Taxes, as to which Section 4.1 shall govern) to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower applicable Borrower(s) shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, Regulation in each case occurring after which a change (or change in interpretation or administration) has occurred or which was enacted subsequent to the date hereof, affects or would affect the amount of capital required or expected to be maintained by the 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 commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loansLoans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Borrowers (or Foamex on behalf of the Borrowers) through the Administrative Agent, the Borrower shall Borrowers shall, jointly and severally, pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase. (c) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of this Section 4.3 with respect to such Lender, it will, if requested by Foamex, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this clause (c) shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to this Section 4.3.

Increased Costs and Reduction of Return. (a) IfIf any Lender determines, after the Effective Date, that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsLIBOR) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Loans, (except for any such increased cost resulting from taxes of any kind, including Taxes and Other Taxes, as to which Section 3.01 shall govern) then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined, after the Effective Date, that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf any Bank determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for 38 the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s 's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s '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 AgreementAgreement above what such Bank or corporation would have been required to maintain but for the occurrence of such circumstances, then, upon written demand of such Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase. (c) No Bank shall be entitled to compensation under this Section 3.3 for any costs incurred or reduction suffered with respect to any date that it has such costs unless it shall have notified the Company that it will demand compensation for such costs or reductions under paragraph (a) or (b) above, as applicable, not more than 120 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions; provided, however, that the Company shall not be responsible for any amount in excess of its allocated share of such cost incurred or reductions suffered by the Company.

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to after the date hereof) hereof or (ii) the compliance by any Bank that Lender with any guideline or request made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any such Capital Adequacy RegulationRegulation introduced, in each case occurring changed or newly interpreted or administered after the date hereof, 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 Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Borrowers through the Agent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf the Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to regulation, in each case after the date hereof) , or (ii) the compliance by any Bank the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to after the date hereof, there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans the Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the AgentLender), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank the Lender for such increased costs; provided that, to the extent such increased costs are not specifically related to the Obligations, the Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Lender more than 90 days prior to the date of such request. (b) If the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Officelending office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bankthe Lender’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporationthe Lender’s desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its Commitment, loansCredit Extensions, credits or obligations under this Agreement, then, upon written demand of such Bank the Lender to the Borrower through the AgentBorrower, the Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase; provided that to the extent such increased costs are not specifically related to the Obligations, the Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Lender more than 90 days prior to the date of such request.

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

Increased Costs and Reduction of Return. (a) IfIf after the date hereof any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans Loan or of participating in any BA or, in the case of the Accepting Lender, of agreeing to accept or accepting BAs, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If after the date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender'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, upon written demand of such Bank Lender to the Borrower Company through the Agent, the Borrower Company shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase. (c) Notwithstanding the foregoing Section 3.3(a) and (b), if any Lender fails to notify the Company of any event which will entitle such Lender to compensation pursuant to this Section 3.3 within 180 days after such Lender obtains knowledge of such event, then such Lender shall not be entitled to any compensation from the Company for any such increased cost or reduction of return arising prior to the date which is 180 days before the date on which such Lender notifies the Company of such event.

Increased Costs and Reduction of Return. (a) IfIf any Issuer Party determines at any time that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to regulation, in each case after the date hereof) Closing Date, or (ii) the compliance by any Bank such Issuer Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to after the date hereofClosing Date, there shall be any increase in the cost (except for any cost with respect to Taxes, Excluded Taxes, or Other Taxes, as to which Section 4.1 is controlling) to such Bank Issuer Party of agreeing to make the issuance, substitution, continuation, amendment or makingextension of the expiry date of, funding or maintaining participation in, a Letter of Credit, the making of any Eurodollar Rate Loans Loan, or the maintenance of any Commitment or Credit Extension hereunder, then the Borrower Applicant shall be liable for, and shall from time to time, upon demand (such demand to be delivered through the Agent)demand, pay to the Administrative Agent for the account of such Bank Issuer Party, such additional amounts as are sufficient to compensate such Bank Issuer Party for such increased costs; provided that, to the extent such increased costs are not specifically related to the Obligations, such Issuer Party is charging such amounts to its other customers in respect of substantially similar transactions on a non-discriminatory basis and such amounts were not incurred by such Issuer Party more than 180 days prior to the date of such request (unless the increased costs arise from a change in law that is retroactive in effect, in which case such 180-day limitation shall not apply). (b) If any Issuer Party shall have determined at any time that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank such Issuer Party (or its Lending Officeapplicable branch or lending or other office) or any corporation controlling the Bank such Issuer Party with any Capital Adequacy Regulation, in each case occurring after the date hereofClosing Date, affects or would affect the amount of capital required or expected to be maintained by the Bank such Issuer Party or any corporation controlling the Bank such Issuer Party and (taking into consideration such BankIssuer Party’s or such corporation’s commercially reasonable policies with respect to capital adequacy and such Bank’s or such corporationIssuer Party’s desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its Commitmentthe issuance, loanssubstitution, credits continuation, amendment or obligations extension of the expiry date of, or participation in, a Letter of Credit or the making of any Loan under this Agreement, or the maintenance of any Commitment or Credit Extension hereunder, then, upon written demand of such Bank Issuer Party to the Borrower through the AgentApplicant, the Borrower Applicant shall pay to the Agent Administrative Agent, for the account of such BankIssuer Party, from time to time as specified by the Bank or such controlling corporationIssuer Party, additional amounts sufficient to compensate the Bank such Issuer Party for such increase; provided that, to the extent such increased costs are not specifically related to the Obligations, such Issuer Party is charging such amounts to its other customers in respect of substantially similar transactions on a non­discriminatory basis and such additional amounts were not incurred by such Issuer Party more than 180 days prior to the date of such request (unless the additional amounts arise from any of the aforementioned changes that is retroactive in effect, in which case such 180-day limitation shall not apply).

Increased Costs and Reduction of Return. (a) IfIf the Lender shall determine that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsLIBOR Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Eurodollar amount bearing interest at the Adjusted LIBOR Rate Loans (other than changes in the rate of taxes on the overall net income of the Lender), then the Borrower shall be liable for, and shall from time to time, upon demand (such demand to be delivered through therefor by the Agent)Lender, pay to the Agent for the account of such Bank Lender additional amounts as are sufficient to compensate such Bank the Lender for such increased costs. (b) . If the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority governmental authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) the Lender or any corporation controlling the Bank Lender, with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s the Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s the Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loansthe Loans, credits or obligations under this Agreement, then, upon written demand of such Bank to the Borrower through the AgentLender, the Borrower shall upon demand pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) IfIf the Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any 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) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (such demand to be delivered through the Agent)demand, pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank the Lender for such increased costs. (b) If the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) the Lender or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, 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 commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank the Lender to the Borrower through the AgentParent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.3. Any request for additional amounts pursuant to this Section 6.3 shall be accompanied by a statement setting forth in reasonable detail the calculations forming the basis for such request.

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (x) Taxes or Other Taxes (as to which Section 4.01 shall govern), (y) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Officer, and (z) reserve requirements contemplated by the determination of the Offshore Rate then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender's desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written demand of such Bank Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

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

Increased Costs and Reduction of Return. (a) If, If any Lender determines that due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans then Loans, then, subject to Section 4.3(c), the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay on the next scheduled date for payment of interest or principal under any Revolving Loan to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the 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 commercially reasonable or other entity’s policies with respect to capital adequacy and such Bank’s or such corporationLender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, loans, credits or obligations under this Agreement, then, upon written the next scheduled date for payment of interest or principal under any Revolving Loan after demand of such Bank Lender to the Borrower Borrowers through the Administrative Agent, the Borrower Borrowers shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate such Lender for such increase. For the avoidance of doubt, any changes resulting from requests, rules, guidelines or directives concerning capital adequacy (x) issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall be deemed to occur after the date of this Agreement, regardless of the date enacted, adopted or issued. (c) Notwithstanding anything to the contrary contained herein, the Borrowers shall not be required to make any payments to any Lender or the Administrative Agent pursuant to this Section relating to increased costs or a reduction in rate of return incurred more than six (6) months prior to such increasePerson’s request for additional payment except for retroactive application of such law, rule or regulation, in which case the Borrowers are required to make such payments so long as such Person makes a request therefor within six (6) months of the public announcement of such retroactive application. (d) If a Credit Party is required to pay additional amounts to any Lender or the Administrative Agent pursuant to this Section, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such Credit Party which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans (in each case, other than Taxes, which shall be governed exclusively by Section 5.1), then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender'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, upon written demand of such Bank Lender to the Borrower Authorized Representative on behalf of the Borrowers through the Agent, the Borrower shall Borrowers shall, jointly and severally, pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans LIBOR Revolving Loans, then the Borrower and the other Loan Parties shall be liable for, and shall from time to time, upon demand (and any supporting documentation reasonably requested by such Lender, with a copy of such demand and documentation to be delivered through sent to the Agent), pay to the Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) the Lender or any corporation or other entity controlling the Bank Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation or other entity controlling the Bank Lender and (taking into consideration such Bank’s Lender's or such corporation’s commercially reasonable 's or other entity's policies with respect to capital adequacy and such Bank’s or such corporation’s Lender'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, upon written demand of such Bank Lender to the Borrower and the other Loan Parties through the Agent, the Borrower and the other Loan Parties shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank Lender for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf any Bank determines ---------------------------------------- that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar LIBO Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by any that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereof), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar LIBO Rate Loans Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (such demand to be delivered through the Agent)demand, pay to the Agent for the account of such Bank Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by any the Bank (or its Lending Officelending office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank’s 's or such corporation’s commercially reasonable 's policies with respect to capital adequacy and such Bank’s or such corporation’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, upon written demand of such Bank to the Borrower through the AgentBorrower, the Borrower shall pay to the Agent for the account of such Bank, from time to time as specified by the Bank or such controlling corporationBank, additional amounts sufficient to compensate the Bank for such increase.

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

Increased Costs and Reduction of Return. (a) IfIf after the date hereof any Lender determines that, due to either (i) the introduction after the date hereof of, of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank interest pursuant to the FDIC for insuring U.S. depositssubsection 2.13(d)) in or in the interpretation of any law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) Law or (ii) the compliance by any Bank that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not in effect prior to the date hereofLaw), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans Loan, then the Borrower Company shall be liable for, and shall from time to time, upon within 10 days after demand (with a copy of such demand to be delivered through sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs. (b) If after the date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by any Bank such Lender (or its Lending Office) or any corporation Person controlling the Bank such Lender with any Capital Adequacy Regulation, in each case occurring after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation such controlling the Bank Person and (taking into consideration such BankLender’s or such corporationcontrolling Person’s commercially reasonable policies with respect to capital adequacy and such BankLender’s or such corporationcontrolling Person’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits its Credit Extensions (or participations therein) or its obligations under this Agreement, then, upon written within 10 days after demand of such Bank Lender to the applicable Borrower through the applicable Agent, the such Borrower shall pay to the Agent for the account of such BankLender, from time to time as specified by the Bank or such controlling corporationLender, additional amounts sufficient to compensate the Bank such Lender for such increase.