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

Increased Costs and Reduction of Return. (a) After the date hereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore 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 or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After If any Bank or the date hereof, if any Lender determines Issuing Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made after the Effective Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Eurodollar Loans or participating in Letters any Letter of Credit orObligations, in the case of the Issuing Lender, or any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, 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 LenderBank or the Issuing Bank, additional amounts as are sufficient to compensate such Lender Bank or the Issuing Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore RateRate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the an Issuing LenderBank, any increase in the cost to the such Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon within 30 days of 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, provided, however, that the Borrower shall not be required to pay any such amount to the extent that such amount is reflected in changes in the Base Rate, the Offshore Rate or other fees or charges of such Bank.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore RateRate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Committed Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the an Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any --------------------------------------- Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Committed Loan or participating in Letters any Letter of Credit Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Holdings 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore RateLIBOR Rate (Reserve Adjusted)) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate LIBOR Loan or participating in Letters any Letter of Credit Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be jointly and severally liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Fixed Rate Loan or participating in Letters any Letter of Credit Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company 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 Administrative applicable Agent), pay to the Administrative applicable Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank ---------------------------------------- determines that, due to either (i) the introduction announced after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore RateRate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits or a change in the rate of taxation imposed on or measured by a Bank's net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank is organized or maintains a lending office) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority announced 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 Offshore 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 or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand within 30 days after written notice from 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank Bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon within 10 days after demand in compliance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either as a result, after the date hereof, of (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), 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 Offshore Rate Loan or participating in Letters of Credit or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company 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 Administrative Applicable Agent), pay to the Administrative Applicable Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or any change in the Associated Costs Rate) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the an Issuing LenderBank, any increase in the cost to the such Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon within 10 days after demand in accordance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines or Issuing Lender shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made 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 Offshore Rate Loan Eurodollar Loans or participating in Letters any Letter of Credit orObligations, in the case of the Issuing Lender, or any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon within ten days of demand therefor by such Lender or 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 Issuing Lender, additional amounts as are sufficient to compensate such Lender or Issuing Lender for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of of, or any change (other than any a change by way of imposition of of, or increase in in, reserve requirements included in the calculation of the Offshore RateLIBOR Reserve Percentage) in or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender (or its Lending Office) or any entity controlling such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan LIBOR Loans, or issuing or participating in Letters of Credit orCredit, or a reduction in the case amount received or receivable by such Lender in connection with any 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 Creditforegoing, then the Company 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore RateRate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation after the Closing Date or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted or made 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After If any Bank or the date hereof, if any Lender determines Issuing Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made after the Effective Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Eurodollar Loans or IBOR Loans or participating in Letters any Letter of Credit orObligations, in the case of the Issuing Lender, or any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, 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 LenderBank or the Issuing Bank, additional amounts as are sufficient to compensate such Lender Bank or the Issuing Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank --------------------------------------- determines that, due to either (i) the introduction announced after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore RateRate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits or a change in the rate of taxation imposed on or measured by a Bank's net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank is organized or maintains a lending office) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority announced 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 Offshore 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 or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company shall be liable for, and shall from time to time, upon demand within 30 days after written notice from 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in in, or in the interpretation of any law or regulation or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderL/C Issuer, any increase in the cost to the Issuing Lender L/C 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 Company Holdings 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender --------------------------------------- determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters any Letter of Credit Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation regulation, or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) which is generally applicable to banks similarly regulated, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit Credit, or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in in, or in the interpretation of any law or regulation or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderL/C Issuer, any increase in the cost to the Issuing Lender L/C 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 Company Holdings 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 LenderLender or the L/C Issuer, as the case may be, additional amounts as are sufficient to compensate such Lender or the L/C Issuer, as the case may be, for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines shall determine that, due to either (ia) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Eurodollar Rate) in or in the interpretation of any law or regulation or (iib) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority Person (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 Offshore Eurodollar 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 or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, upon demand therefor by such Lender to the Company, in its capacity as operating agent for the Borrower, at the Designated Domestic Office (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. Each Lender agrees to notify the Company, in its capacity as operating agent for the Borrower, at the Designated Domestic Office of the occurrence of such an increased cost event promptly after obtaining knowledge thereof.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Fixed Rate Loan or participating in Letters any Letter of Credit Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company 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 Administrative applicable Agent), pay to the Administrative applicable Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost.

Increased Costs and Reduction of Return. (a) After the date hereof, if If ---------------------------------------- any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such the LC Issuer or 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 Offshore 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 or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Company 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Eurocurrency Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Eurocurrency Loan or participating in Letters of Credit or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company 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 Administrative Agent), pay to the Administrative Agent Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderIssuer, any increase in the cost to the Issuing Lender 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 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 reasonably sufficient to compensate such Lender for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderIssuer, any increase in the cost to the Issuing Lender Issuer of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore LIBO Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate LIBOR Loan or participating in Letters of Credit or, in the case of the any Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand in compliance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderIssuer, any increase in the cost to the Issuing Lender 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 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.

Increased Costs and Reduction of Return. (a) After If any Bank or the date hereof, if any Lender determines Issuing Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) compliance by such Lender the compli- ance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made after the Effective Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Eurodollar Loans or IBOR Loans or participating in Letters any Letter of Credit orObligations, in the case of the Issuing Lender, or any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, 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 LenderBank or the Issuing Bank, additional amounts as are sufficient to compensate such Lender Bank or the Issuing Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if any Lender determines that, If due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that 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 Offshore Rate Loan Committed Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After If any Bank or the date hereof, if any Lender determines Issuing Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made after the Effective Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Eurodollar Loans or participating in Letters any Letter of Credit orObligations, in the case of the Issuing Lender, or any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, 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 LenderBank or the Issuing Bank, additional amounts as are sufficient to compensate such Lender Bank or the Issuing Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or -50- 58 participating in Letters of Credit or, in the case of the any Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender --------------------------------------- reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit 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 Company 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation made after the Restatement Date or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit or Fronted Offshore Currency Loans, or, in the case of the Issuing LenderIssuer, any increase in the cost to the Issuing Lender 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 Company 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 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation made after the Second Restatement Date or (ii) the compliance by such 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 Offshore Rate Loan Loans or participating in Letters of Credit or Fronted Offshore Currency Loans, or, in the case of the Issuing LenderIssuer, any increase in the cost to the Issuing Lender 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 Company 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 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loan or participating in Letters any Letter of Credit Credit, or, in the case of the an Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After If after the date hereof, if hereof any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore RateRate pursuant to SUBSECTION 2.10(c)) in or in the interpretation of any law or regulation or (ii) the compliance by such 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 Offshore Rate Loan or participating in Letters any Letter of Credit Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines Bank or any Issuing Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Closing Date or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made 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 Offshore Rate Loan Eurodollar Loans or participating in Letters any Letter of Credit orObligations, in the case of the Issuing Lender, or any increase in the cost to the such Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, upon within ten days of demand therefor by such Bank or such Issuing Bank, 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 LenderBank or such Issuing Bank, additional amounts as are sufficient to compensate such Lender Bank or the Issuing Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by 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 Offshore Eurocurrency Rate Loan Loan, BA Rate Loans or participating in Letters of Credit Credit, or, in the case of the Issuing any L/C Lender, any increase in the cost to the Issuing such L/C Lender of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines in good faith that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation made after the Effective Date or (ii) the compliance by such 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 Loans the interest on which is determined by reference to the Offshore Rate Loan or participating in Letters of Credit or Fronted Offshore Currency Loans, as applicable, or any reduction in the amount of any sum received or receivable by such Lender hereunder, or, in the case of the Issuing Lenderany Issuer, any increase in the cost to the Issuing Lender such 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 CreditCredit or any reduction in the amount of any sum received or receivable by such Issuer hereunder, then the Company such 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 Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or reduction.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation after the Closing Date or (ii) the compliance by such Lender that 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 Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank Bank or other Governmental Authority (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loan Loans or participating in Letters of Credit Credit, or, in the case of the Issuing LenderBank, any increase in the cost to the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand in compliance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs.

Increased Costs and Reduction of Return. (a) After the date hereof, if If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit or, in the case of the any Issuing Lender, any increase in the cost to the such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, 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.