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

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such 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 such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that If, due to either (i) the introduction of any Requirement of Lawafter the date hereof of, or any change in any Requirement of Law, or 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 Requirement of Law law or regulation applicable to any Bank (other than any such introduction or change announced prior to the date hereof) or (ii) the compliance by that Lender any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) not in effect prior to the date hereof, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans, Loans then the Borrowers Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to delivered through the Agent), pay to the Agent for the account of such Lender, Bank additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender any Bank (or its Lending Office) or any corporation or other entity controlling such Lender 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 such Lender the Bank or any corporation or other entity controlling such Lender the Bank and (taking into consideration such LenderBank’s or such corporation’s or other entity’s commercially reasonable policies with respect to capital adequacy and such LenderBank’s or such corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon written demand of such Lender Bank to the Borrowers Borrower through the Agent, the Borrowers Borrower shall pay to the Agent for the account of such LenderBank, from time to time as specified by the Bank or such Lendercontrolling corporation, additional amounts sufficient to compensate such Lender the Bank for such increase.

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

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation after the Closing Date or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Revolving Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such 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 such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitmentslending commitment, Loansloans, credits or obligations under this Agreement, Agreement then, upon demand of such Lender to the Borrowers through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i1) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii2) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Committed Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i1) the introduction (after the date hereof) of any Capital Adequacy Regulation, ; (ii2) any change (after the date hereof) in any Capital Adequacy Regulation, ; (iii3) any change (after the date hereof) in the interpretation or administration of any such introduced or changed Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv4) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any such introduced or changed Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Administrative Agent, the Borrowers Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase, but only to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's Commitment hereunder and similar amounts are being charged generally to other companies with similar commitments from such Lender. (c) Each Lender will notify Company of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable, and in any event within 90 days, after such Lender obtains knowledge of the occurrence of such event. In no event will Company be obligated to compensate any Lender pursuant to this Section for any amounts described in clauses (a) or (b) above that accrued more than 90 days before the date the notice described in the preceding sentence is given by the party requesting such compensation, but the foregoing shall in no way limit the right of such Lender to request compensation for amounts accrued during such 90 day period or any future period.

Increased Costs and Reduction of Return. (a) If on or after the date hereof any Lender determines that Bank shall determine that, due to and as a direct result of either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any LIBOR Offshore Rate Loans, then the Borrowers 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 sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If after the date hereof any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof (including any determination by any such central bank or other Governmental Authority that for purposes of Capital Adequacy Regulations, the Revolving Commitments do not constitute commitments with an original maturity of one year or less), or (iv) compliance by such Lender Bank (or its Lending Office) or any corporation or other entity controlling such Lender Bank, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by such Lender Bank or any corporation or other entity controlling such Lender Bank and (taking into consideration such LenderBank’s or such corporation’s or other entity’s policies with respect to capital adequacy and such LenderBank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank (with a copy to the Borrowers through the Administrative Agent), the Borrowers Company shall upon demand pay to such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender 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) If any Lender determines that shall determine that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or of making, funding or maintaining any LIBOR Rate LoansLoans hereunder, then the Borrowers Company shall be liable for, and shall from time to time, upon written demand therefor by such Lender (with a copy of such demand to be sent to the Agent), which demand shall set forth the basis of such increased cost in reasonable detail, pay to the Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy RegulationRegulation by such Lender (or its Lending Office) or any corporation controlling such Lender, affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loans, credits or obligations under this Agreement), then, upon written demand of such Lender (with a copy to the Borrowers through Agent), which demand shall set forth in reasonable detail the Agentbasis for any such increase in required capital, the Borrowers Company shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) If any Lender shall have determined that any of the events described in Sections 3.03(a) or 3.03(b) affects or would affect an increase in cost or reduction of return resulting in additional Obligations hereunder, such Lender shall, with reasonable promptness, notify the Company and the Agent of such determination, PROVIDED that no failure to do so shall relieve the Company of any Obligation hereunder.

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

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation after the Closing Date or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction 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 such Lender the Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank with any change in any Capital Adequacy RegulationRegulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender the Bank or any corporation or other entity controlling such Lender the Bank and (taking into consideration such LenderBank’s or such corporation’s or other entity’s policies with respect to capital adequacy and such LenderBank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrowers Company through the Agent, the Borrowers Company shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender 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) If the Fronting Bank or any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation, in each case after the date hereof, or (ii) the compliance by that the Fronting Bank or Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the cost to the Fronting Bank or such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate LoansCredit Extensions, then the Borrowers Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Fronting Bank or such Lender more than 90 days prior to the date of such request. (b) If the Fronting Bank or any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Fronting Bank or such Lender (or its Lending Office) or any corporation controlling the Fronting Bank or other entity controlling such Lender with any Capital Adequacy Regulation, in each case after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Fronting Bank or such Lender or any corporation controlling the Fronting Bank or other entity controlling such Lender and (taking into consideration the Fronting Bank's or such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and the Fronting Bank's or such Lender’s 's desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its Revolving Commitment, Credit CommitmentsExtensions, Loans, credits or obligations under this Agreement, then, upon demand of the Fronting Bank or such Lender to the Borrowers Borrower through the Administrative Agent, the Borrowers Borrower shall pay to the Fronting Bank or such Lender, from time to time as specified by the Fronting Bank or such Lender, additional amounts sufficient to compensate the Fronting Bank or such Lender for such increase; provided that to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Fronting Bank or such Lender more than 90 days prior to the date of such request.

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that Bank shall determine that, due to either (i) the introduction and as a direct result of any Requirement of Law, or Change in Law (other than any change by way of imposition of or increase in any Requirement of Law, or any change reserve requirements included in the interpretation calculation of any Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawOffshore Rate), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any LIBOR Offshore Rate LoansLoans (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 Borrowers 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 sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change Change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, Law affects or would affect the amount of capital required or expected to be maintained by such Lender Bank or any corporation or other entity controlling such Lender Bank and (taking into consideration such LenderBank’s or such corporation’s or other entity’s policies with respect to capital adequacy and such LenderBank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank (with a copy to the Borrowers through the Administrative Agent), the Borrowers Company shall upon demand pay to such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender 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) If any Lender determines that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation (other than any law or regulation relating to Taxes which shall be governed by Section 5.1) or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case, after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or BA Equivalent Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of or compliance with any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, in each case, after the later of the Agreement Date or (iv) compliance by the date such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulationbecame a party to this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Borrowers’ Agent through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that or any Issuing Lender shall determine that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation or administration of any Requirement of Law law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes and Other Taxes) after the Closing Date or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate LoansEurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, upon within ten days of demand therefor by such Lender or such Issuing Lender, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such Issuing Lender, additional amounts as are sufficient to compensate such Lender or the Issuing Lender for such increased costs. (b) If any Lender or any Issuing 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 by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof after the Closing Date, or (iv) compliance by any Lender (or its Lending Office) or any Issuing Lender, as the case may be, or any corporation controlling such Lender or any corporation or other entity controlling such Lender Issuing Lender, as the case may be, with any Capital Adequacy RegulationRegulation adopted after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or such Issuing Lender or any corporation or other entity controlling such Lender or such Issuing Lender and (taking into consideration such Lender’s 's, such Issuing Lender's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's, such Issuing Lender's or corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of any of its Revolving Credit Commitments, Loans, credits participations in Letters of Credit, or obligations under this Agreement, then, upon within ten days of demand of by such Lender or such Issuing Lender (with a copy to the Borrowers through the Administrative Agent), the Borrowers Borrower shall be liable for and shall immediately pay to such Lender or such Issuing Lender, from time to time as specified by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender for such increase.

Increased Costs and Reduction of Return. (a) If on or after the date hereof any Lender determines that Bank shall determine that, due to and as a direct result of either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any LIBOR Offshore Rate Loans, or of agreeing to issue or participate in or issuing or participating in any Letters of Credit, then the Borrowers 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 sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If after the date hereof any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender Bank (or its Lending Office) or any corporation or other entity controlling such Lender Bank, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by such Lender Bank or any corporation or other entity controlling such Lender Bank and (taking into consideration such LenderBank’s or such corporation’s or other entity’s policies with respect to capital adequacy and such LenderBank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this AgreementAgreement (including its obligations in respect of Letters of Credit), then, upon demand of such Lender Bank (with a copy to the Borrowers through the Administrative Agent), the Borrowers Company shall upon demand pay to such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender 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) If any Lender determines that due to either (i) the introduction after the Closing Date of any Requirement of Law, or any change in any Requirement of Law, or any change after the Closing Date in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any new guideline or request after the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (other than with respect to Taxes which are governed solely and exclusively by Section 5.1) to such Lender of agreeing to make or making, funding funding, or maintaining any LIBOR Rate Revolving Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction after the 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 such Lender or any corporation or other entity controlling such Lender with any new Capital Adequacy RegulationRegulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits credits, or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Administrative Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation after the date hereof or (ii) the compliance by that Lender 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), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the Borrowers 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 sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction after the 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 such Lender Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank with any Capital Adequacy RegulationRegulation adopted after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender Bank or any corporation or other entity controlling such Lender Bank and (taking into consideration such Lender’s Bank's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrowers Borrower through the Administrative Agent, the Borrowers Borrower shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.

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

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

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to 59 68 capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon within three Business Days of demand by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits credits, or obligations under this Agreement, then, upon within three Business Days of demand by such Lender (with a copy of such Lender demand to be sent to the Borrowers through the Administrative Agent), the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Each Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, the affected Lender shall, to the extent not inconsistent with such Lender’s internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by the Borrowers pursuant to this Section 5.3.

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

Increased Costs and Reduction of Return. (a) If after the date hereof any Lender reasonably determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate pursuant to SUBSECTION 2.10(c)) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate LoansLoan or participating in any Letter 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 Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If after the date hereof any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy adequacy) and such Lender’s desired return on capital) Lender reasonably determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Administrative Agent, the Borrowers Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase. (c) Notwithstanding the foregoing provisions of this SECTION 4.3, if any Lender fails to notify the Company of any event or circumstance which will entitle such Lender to compensation pursuant to this SECTION 4.3 within 60 days after such Lender obtains knowledge of such event or circumstances, then such Lender shall not be entitled to compensation from the Company for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Company of such event or circumstance.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate LoansLoans (in each case, other than Taxes, which shall be governed exclusively by Section 5.1), then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such 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 such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Authorized Representative on behalf of the Borrowers through the Agent, the Borrowers shall shall, jointly and severally, pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in either case after the Effective Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurocurrency Rate LoansLoan, BA Rate Loans or participating in Letters of Credit, or, in the case of any L/C Lender, any increase in the cost to such L/C Lender of agreeing to Issue, Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrowers each Applicable Borrower shall be liable for, and shall from time to time, upon within 15 Business Days of demand (with which demand shall contain a reasonably detailed calculation of any relevant costs and shall be conclusive and binding in the absence of manifest error, and a copy of such demand to thereof shall be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (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 such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, in each case after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits or obligations under this Agreement, then, upon within 15 Business Days of demand of such Lender to the Borrowers Applicable Borrower through the Administrative Agent, the Borrowers each Applicable Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts reasonably sufficient to compensate such Lender for such increase. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on each Applicable Borrower. In determining such amount or amounts, such Lender may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable and that is not materially less favorable to each Applicable Borrower than to any of its other similarly situated customers. (c) Nothing in this Section 4.3 shall obligate any Loan Party to make any payments with respect to Taxes of any sort, indemnification for which is governed by Section 4.1.

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

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Revolving Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 4.3(a) for any such increased cost in respect of a period occurring more than one hundred eighty (180) days prior to the date that such Lender notifies LS&Co of such Lender’s intention to claim compensation therefor unless the circumstances giving rise to such increased cost became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the date such circumstances become applicable. (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 such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers LS&Co through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 4.3(b) for any such increase in respect of a period occurring more than one hundred eighty (180) days prior to the date that such Lender notifies LS&Co of such Lender’s intention to claim compensation therefor unless the circumstances giving rise to such increase became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the date such circumstances become applicable.

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 4.3(a) for any such increased cost in respect of a period occurring more than one hundred eighty (180) days prior to the date that such Lender notifies LS&Co of such Lender’s intention to claim compensation therefor unless the circumstances giving rise to such increased cost became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the date such circumstances become applicable. (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 such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers LS&Co through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 4.3(b) for any such increase in respect of a period occurring more than one hundred eighty (180) days prior to the date that such Lender notifies LS&Co of such Lender’s intention to claim compensation therefor unless the circumstances giving rise to such increase became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the date such circumstances become applicable.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction after the Closing Date of any Requirement of Law, or any change in any Requirement of Law, or any change after the Closing Date in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any new guideline or request after the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (other than with respect to Taxes and Other Taxes already covered by Section 5.1(c) and Excluded Taxes) to such Lender of agreeing to make or making, funding funding, or maintaining any LIBOR Rate Revolving Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction after the 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 such Lender or any corporation or other entity controlling such Lender with any new Capital Adequacy RegulationRegulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits credits, or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Administrative Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or Change in Law (other than any change by way of imposition of or increase in any Requirement of Law, or any change reserve requirements included in the interpretation calculation of any Requirement of Law the LIBO Rate) or (ii) the compliance by 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), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR LIBO Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation (including ▇▇▇▇-▇▇▇▇▇/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 such Lender (or its Lending Office) or any corporation or other entity Affiliate controlling such Lender with any Capital Adequacy RegulationRegulation (including ▇▇▇▇-▇▇▇▇▇/Basel), affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity Affiliate controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entityAffiliate’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Administrative Agent, the Borrowers Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation after the Closing Date or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority after the Closing Date (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon within 10 days after demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction 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 such Lender the Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank with any Capital Adequacy RegulationRegulation adopted after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender the Bank or any corporation or other entity controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrowers through the Agent, the Borrowers shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.

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

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation after the date hereof or (ii) the compliance by 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), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such 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 such Lender or any corporation or other entity controlling such Lender with any such Capital Adequacy RegulationRegulation introduced, 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 such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Prior Effective Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation, in each case after the Prior Effective Date, affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase; provided that the Company shall not be required to compensate a Lender for any such increases in capital for any period more than 120 days prior to the date such Lender delivers such demand. (c) Section 3.01 and not this Section 3.03 shall be the only Section of this Agreement that applies to increased costs with respect to Taxes, Further Taxes and Other Taxes.

Increased Costs and Reduction of Return. (a) If any Lender ---------------------------------------- determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such 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 such the Lender or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers ABT through the Agent, the Borrowers shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.. The Agent and Lender agree to give Borrowers ninety (90) days notice prior to the date such amounts would become effective. During such 90-day period Borrowers may terminate the Agreement with the early termination fee described in Section 4.2 becoming zero irrespective of the date terminated. -----------

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

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that --------------------------------------- that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement law or regulation (other than any change by way of Law imposition of or increase in reserve requirements included in the calculation of the CD Rate or the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits or any change introduced prior to the Closing Date) or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (other than any guideline or request introduced prior to the Closing Date), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or CD Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided that no Bank shall be -------- entitled to obtain compensation with respect to any period prior to six (6) months prior to making such demand. (b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank with any Capital Adequacy Regulation, in any such case, after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender the Bank or any corporation or other entity controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrowers Company through the Agent, the Borrowers Company shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase; provided no Bank shall be entitled to receive additional -------- amounts with respect to any period prior to six (6) months prior to making such demand. (c) If any Bank requests compensation from the Company under subsection 3.03(a) or 3.03(b), the Company shall have the right, with the assistance of the Agent, to seek one or more Eligible Assignees (which may be one or more of the Banks) reasonably satisfactory to the Agent and the Company to purchase the Loans and assume the Commitment of such Bank, and the Company, the Agent, such Bank, and such Eligible Assignee(s) shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 10.08 hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignee(s); provided that such requesting Bank shall be entitled to -------- compensation under Section 3.03 for any costs incurred by it prior to its replacement.

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBO Rate) in or in the interpretation of any Requirement of Law law or regulation (including ▇▇▇▇-▇▇▇▇▇/Basel) or (ii) the compliance by 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), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR LIBO Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation (including ▇▇▇▇-▇▇▇▇▇/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 such Lender (or its Lending Office) or any corporation or other entity Affiliate controlling such Lender with any Capital Adequacy RegulationRegulation (including ▇▇▇▇-▇▇▇▇▇/Basel), affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity Affiliate controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entityAffiliate’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Administrative Agent, the Borrowers Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either either (i1) the introduction after the date hereof of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in or in the interpretation after the date hereof of any Requirement of Law law or regulation or (ii2) the compliance by that Lender with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that that (i1) the introduction after the date hereof of any Capital Adequacy Regulation, , (ii2) any change after the date hereof in any Capital Adequacy Regulation, , (iii3) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or or (iv4) compliance by such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy RegulationRegulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Administrative Agent, the Borrowers Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Fixed Rate LoansLoan, then the Borrowers Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased 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 such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Borrower through the Agent, the Borrowers Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Notwithstanding the foregoing provisions of this Section 3.3, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 3.3 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance.

Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the direct cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate LoansLoans (based on the assumption contained in the last sentence of Section 3.4 hereof), then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such LenderBank, such additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided, however, that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers. (b) If any Lender Bank shall have reasonably determined that (i) the introduction adoption of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender the Bank or any corporation or other entity controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand (accompanied by a certificate showing in reasonable detail the calculation of such Lender amount) of such Bank to the Borrowers Company through the Agent, the Borrowers Company shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender 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) If any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of LIBOR) in or in the interpretation of any Requirement of Law or regulation or (ii) the compliance by that Lender with any guideline Requirement of Law, guideline, or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided, that Borrowers shall have the right to defer the initial payment to such Lender for such increased costs until thirty days after such Lender delivers such initial demand. Any such demand shall be made within 180 days after the event or circumstance giving rise to such demand and shall be accompanied by a reasonable explanation as to the basis for such demand and a certification by such Lender that the demand on Borrowers is consistent with demands being made on similarly situated borrowers. (b) If any Lender 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 such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Agent, the Borrowers shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate the Lender for such increase; provided, that Borrowers shall have the right to defer the initial payment to such Lender for such increaseincrease until thirty days after such Lender delivers such initial demand. Any such demand shall be made within 180 days after the event or circumstance giving rise to such demand and shall be accompanied by a reasonable explanation as to the basis for such demand and a certification by such Lender that the demand on Borrowers is consistent with demands being made on similarly situated borrowers. (c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in Requirements of Law under Section 4.03(a) and/or a change in a Capital Adequacy Regulation under Section 4.03(b) above, as applicable, regardless of the date enacted, adopted or issued.

Increased Costs and Reduction of Return. (a) If any Lender determines that after the date hereof the Bank shall reasonably determine that, due to and as a direct result of either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of Adjusted LIBOR Rate) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender the Bank of agreeing to make or making, funding or maintaining any LIBOR Rate Loansthe Term Loan, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to therefor by the Agent)Bank, pay to the Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender the Bank for such increased costs. (b) If any Lender after the date hereof the Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank, with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender the Bank or any corporation or other entity controlling such Lender the Bank and (taking into consideration such Lenderthe Bank’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lenderthe Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansthe Term Loan, credits or obligations under this Agreement, then, upon demand of such Lender the Bank, the Company shall upon demand pay to the Borrowers through the Agent, the Borrowers shall pay to such LenderBank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase. (c) If the Company is required to pay additional amounts to the Bank pursuant to subsection 3.3(a) or (b), then the Bank shall use its reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office so as to eliminate any such additional payment by the Company which may thereafter accrue if such change in the judgment of the Bank is not otherwise disadvantageous to the Bank. (d) Notwithstanding anything in this Section 3.03 to the contrary, if the Bank fails to notify the Company of any event which will entitle the Bank to compensation pursuant to this Section 3.03 within 180 days after the Bank obtains knowledge of such event, then the Bank 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 the Bank notifies the Company of such event.

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

Increased Costs and Reduction of Return. (a) If any Lender determines in good faith that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (other than in each case Taxes or Other Taxes, which shall be governed by Section 4.1, or taxes imposed or measured by such Lender’s net income) to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such 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 (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines in good faith that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Borrower through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

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

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) after the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If 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 such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase. (b) Notwithstanding the foregoing Section 3.2(a) if any Lender fails to notify the Company of any event which will entitle such Lender to compensation pursuant to this Section 3.2 within 180 days after such Lender obtains knowledge of such event, then such Lender shall not be entitled to any compensation from the Company for any such increased cost or reduction of return arising prior to the date which is 180 days before the date on which such Lender notifies the Company of such event.

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that that, due to either (i) after the date hereof the introduction of any Requirement of Law, or any change in any Requirement of Law, or (excluding any change in the imposition of or increase in reserve requirements or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits but including any change in the imposition of or increase in reserve requirements applicable to eurocurrency funding) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) issued after the date hereof, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that 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 such Lender the Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank with any such Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender the Bank or any corporation or other entity controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s desired Bank's return on capitalcapital but for such change) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrowers Company through the Administrative Agent, the Borrowers Company shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender 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 any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate LoansLoan 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 Borrowers 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 sent to the Applicable Agent), pay to the Applicable Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy adequacy) and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Company through the Applicable Agent, the Borrowers Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

Increased Costs and Reduction of Return. (a) If any Lender determines that after the date hereof due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that the LC Issuer or such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans, then the Borrowers Borrower shall be liable for, and shall from time to time, upon within five Business Days after demand, which demand shall include the certificate required by Section 4.6 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by such Lender more than 90 days prior to the date of such request. (b) If the LC Issuer or any Lender 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 the LC Issuer or such Lender (or its Lending Office) or any corporation controlling the LC Issuer or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the LC Issuer or such Lender or any corporation controlling the LC Issuer or other entity controlling such Lender and (taking into consideration the LC Issuer's or such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and the LC Issuer or such Lender’s 's desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon within five Business Days after demand, which demand shall include the certificate required by Section 4.6 of the LC Issuer or such Lender to the Borrowers Borrower through the Administrative Agent, the Borrowers Borrower shall pay to the LC Issuer or such Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate the LC Issuer or such Lender for such increase; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by the LC Issuer or such Lender more than 90 days prior to the date of such request.

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

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

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

Increased Costs and Reduction of Return. (a) If after the date hereof any Lender determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any Requirement of Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawLaw), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate LoansLoan, then the Borrowers Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If after the date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this AgreementAgreement (including, without limitation, its obligations in respect of Letters of Credit and Swing Line Loans), then, upon demand of such Lender to the Borrowers Company through the Administrative Agent, the Borrowers Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Lender determines that due to either (i) the introduction after the Closing Date of any Requirement of Law, or any change in any Requirement of Law, or any change after the Closing Date in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any new guideline or request after the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding funding, or maintaining any LIBOR LIBO Rate LoansRevolving Loans (excluding, for purposes of this Section 5.3 any such increased costs relating to Taxes as to which Section 5.1 shall govern), then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Agent Administrative Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction after the 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 such Lender or any corporation or other entity controlling such Lender with any new Capital Adequacy RegulationRegulation after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits credits, or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Administrative Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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

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

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

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

Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers Borrower through the Agent, the Borrowers Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Any claim for compensation under this Section 4.3 shall be made by the applicable Lender within 180 days after the date on which the officer of such Lender who has responsibility for compliance with the obligations under this Agreement knows or has reason to know of such Lender's right to any compensation under this Section 4.3 or, if any such Lender fails to deliver such demand within such 180-day period, such Lender shall only be entitled to compensation under this Section 4.3 from and after the date that is 180 days prior to the date such Lender delivers such demand.

Increased Costs and Reduction of Return. (a) If any Lender determines that that, due to either either: (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Applicable Law or (ii) the compliance by that such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate LoansLoan, then the Borrowers Borrower shall be liable for, and shall from time to time, promptly upon demand (with a copy of such demand to be sent to the Administrative Agent), shall pay to the Administrative Agent (or, in the case of a payment in Pesos, to the Peso Agent) for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts (calculated in accordance with Section 3.4). For the avoidance of doubt, this Section 3.3 does not apply to Taxes which are covered solely by Section 3.1. (b) If any Lender shall have determined that determine that: (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity Person controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender Lender, its Lending Office or any corporation or other entity controlling such Lender Person and (taking into consideration such Lender’s, such Lending Office’s or such corporation’s or other entityPerson’s policies with respect to capital adequacy and such Lender’s or such Person’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loans, credits or obligations under this Agreement, then, upon written demand of such Lender to the Borrowers Borrower through the Administrative Agent, the Borrowers Borrower promptly shall pay to the Administrative Agent (or, in the case of a payment in Pesos, to the Peso Agent) for the account of such Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such Lender for such increase.

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

Increased Costs and Reduction of Return. (a) If any Lender Bank determines that that, due to either (i) the introduction of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation of any Requirement of Law law or regulation after the date hereof or (ii) the compliance by that Lender 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), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon within 10 days after demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs. (b) If any Lender Bank shall have determined that (i) the introduction after the 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 such Lender Bank (or its Lending Office) or any corporation or other entity controlling such Lender the Bank with any Capital Adequacy RegulationRegulation adopted after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Lender Bank or any corporation or other entity controlling such Lender Bank and (taking into consideration such Lender’s Bank's or such corporation’s or other entity’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Credit CommitmentsCommitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrowers through the Administrative Agent, the Borrowers shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.

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

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